Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under the AgentBorrower’s Existing Credit Agreement shall be repaid and satisfied in full, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to this extend credit under the Existing Credit Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from terminated and (iii) any letters of credit outstanding under the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default Existing Credit Agreement shall have occurred been terminated, canceled, transferred or replaced; and be continuingthe Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $500,000,000 Five-Year Credit Agreement dated as of November 4, 2011 by and among APS, as borrower, the lenders from time to time, parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that that certain $500,000,000 Five-Year Credit Agreement by and among APS, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers making of the Commitment, the making of the initial Advance and issuance of the initial Letter of Credit shall not contravene any Applicable Law applicable to the Administrative Lender, any Lender, or the Issuing Bank. (b) No Material Adverse Change, as determined by the Administrative Lender, shall have occurred and be continuing since January 31, 1999 (other than the Pet City Holdings Charges). (c) The Company shall have delivered to the Agent an Administrative Lender a Certificate, dated the effective date, executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby anda duly authorized officer, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent certifying that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to no Default or Event of Default has occurred and is continuing, (ii) the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 Article V hereof are true and correct, and (iii) it has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (d) The Company shall have delivered to the Administrative Lender a Secretary's Certificate, dated the effective date, certifying (i) that copies of its certificate of incorporation and bylaws previously delivered to the Administrative Lender are true and complete, and in full force and effect, without amendment except as shown, (ii) that a copy of its resolutions authorizing execution and delivery of this Agreement shall be and any other Loan Papers attached thereto is true and correct in all material respects (except complete, and that such materiality qualifier shall resolutions are in full force and effect, were duly adopted, have not be applicable been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name, and signature of each officer authorized to sign this Agreement and any representations other Loan Papers on its behalf. The Administrative Lender, Lenders, and warranties that already are qualified or modified by materiality Issuing Bank may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the text thereof) on and as of the Effective Date;contrary. (ke) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers Each Domestic Subsidiary shall have delivered to the Administrative Lender a Secretary's Certificate, dated the effective date, certifying (i) paid all fees that copies of its certificate of incorporation and expenses incurred by bylaws previously delivered to the AgentAdministrative Lender are true and complete, including all legal fees and in full force and effect, without amendment except as shown, (ii) reimbursed that a copy of its resolutions authorizing execution and delivery of the Loan Papers to which it is party are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name, and signature of each Lender for such officer authorized to sign the Loan Papers to which it is party. The Administrative Lender’s current expenses reimbursable , Lenders, and Issuing Bank may conclusively rely on the certificate delivered pursuant to this Agreement subsection until they receive notice in writing to the contrary. (including all f) The Administrative Lender Expenses)shall have received opinions of counsel to the Company, in each case dated the effective date, which amounts counsel shall be deducted or paid substantially concurrently from acceptable to the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.Administrative

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers Lender shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateralbe satisfied, in all cases in form its sole discretion, with Company's and substance acceptable to each Guarantor's financial condition, Properties, business, affairs or prospects as of the Agent and the Lenders;effective date. (b) The Borrowers Company shall have executed and delivered to the Agent certified copies Lender all of resolutions of each Borrower’s board of directors and sole memberCompany's Loan Papers, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. Each Guarantor shall have delivered his or its Guaranty, in form and the Lenders;substance satisfactory to Lender. (gc) [Intentionally Omitted]; (h) The Agent Company and its Subsidiaries shall have delivered such financing statements and lien filings as Lender shall request to record and perfect the Lenders Liens granted to Lender under the Loan Papers. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that its Liens on the fully executed Subordination Agreement and such Subordination Agreement Consolidated Collateral are first priority Liens, subject only to other Liens acceptable to Lender in its sole discretion. (d) Lender shall be automatically effective upon the effectiveness have received a certificate of this Agreement; a duly authorized officer of Company, certifying that (i) The Borrowers shall have delivered to no Default or Event of Default exists, (ii) the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement shall be Article V hereof are true and correct in all material respects respects, (except that iii) Company has complied with all agreements and conditions to be complied with by it under the Loan Papers by such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in date, (iv) the text thereof) on and as attached copies of the Effective Date;settlement agreement with and related promissory note in favor of Brunswick Corporation are true and complete, without amendment, and are in full force and effect, and (v) an attached copy of Company's Form S-1 Registration Statement is true and complete, without amendment except as shown, and reflects all filings made with the Securities and Exchange Commission in connection with Company's IPO. (ke) The Protective Advance Notes Lender shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part have received a certificate of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have secretary or member, as applicable, of each of Company and its Subsidiaries, certifying (i) paid all fees that attached copies of its articles of incorporation, bylaws or other organizational documents are true and expenses incurred by the Agentcomplete, including all legal fees and in full force and effect, without amendment except as shown, (ii) reimbursed each Lender for that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such Lender’s current expenses reimbursable pursuant resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this Agreement loan transaction, and (including all iii) to the incumbency, name and signature of each officer or representative authorized to sign the Loan Papers on behalf of the entity. Lender Expenses), may conclusively rely on this certificate until it is otherwise notified by Company in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andwriting. (mf) No Event of Default Lender shall have occurred received an opinion of counsel to Company and be continuing.Guarantors (i) that Company has full power and authority to execute and deliver its Loan Papers; (ii) that the Loan Papers constitute the legal,

Conditions Precedent to Effectiveness. This Agreement shall become effective as of on the business day (the “Effective Date”) when date on which each of the following conditions precedent shall have been is satisfied or duly waived in a manner satisfactory to by the Agent and the LendersRequired Noteholders: (a) The Borrowers Noteholders or their counsel shall have received counterparts of each of the Transaction Documents originally executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent Company and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens each of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries. (b) The Borrowers Noteholders or their counsel shall have delivered received (i) the Fundamental Documents of each Entity, certified as of a recent date by an appropriate governmental official, each dated the Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Person executing the Transaction Documents on behalf of the Entities; (iii) resolutions of the Board of Directors or similar governing body of each Entity approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable governmental authority of each Entity’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Agent certified copies of resolutions of each Borrower’s board of directors Effective Date; and sole member, (v) such other organizational and similar documents as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Noteholders may reasonably request. (c) The Borrowers Each Entity shall have delivered obtained all governmental authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions to be effectuated by the Agent certified copies Transaction Documents, and each of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget foregoing shall be in full force and effect and in form and substance satisfactory to the Agent Noteholders. (d) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders of the compliance by the Entities with the Guarantee and Amended and Restated Security Agreement (including, without limitation, their obligations to authorize, execute (if applicable) and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein). (e) The Noteholders or their counsel shall have received a certificate from the Company’s insurance broker substantially in the form of Schedule 7.1(e) or other evidence satisfactory to them that all insurance required to be maintained pursuant to Section 8.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Noteholders, as additional insured and loss payee thereunder to the extent required under Section 8.5. (f) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the Existing Credit Agreement has been repaid and discharged and the Lenders;credit line provided thereby has been canceled, and that all Liens securing the Existing Credit Agreement have been released, including the filing of appropriate UCC-3 termination statements or other termination documents as applicable; provided that, to the extent necessary, any such UCC-3 termination statements or other termination documents may be filed promptly after the Closing and in any event within thirty (30) days after the Closing. (g) [Intentionally Omitted];The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the exceptions to good standing that are set forth on Schedule 1 to Exhibit E hereto have all been resolved; provided that, to the extent necessary, any such resolution and the appropriate evidence of such resolution may be provided to the Noteholders promptly after the Closing and in any event within thirty (30) days after the Closing. (h) The Agent and the Lenders Subordinated Notes shall have received been amended to include subordination provisions either substantially in the fully executed Subordination Agreement form of Schedule 7.1 or as otherwise agreed to by the Noteholders, and such Subordination Agreement shall be automatically effective upon otherwise satisfactory to the effectiveness of this Agreement;Noteholders. (i) The Borrowers Company shall have delivered to paid the Agent fees and expenses specified in Section 2.8(a) for the Lenders such other documents as Noteholders in connection with the Agent or any Lender may reasonably request;transactions contemplated by this Agreement. (j) The representations and warranties set forth in Section 5 Each Noteholder or their counsel shall have received an opinion of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable Xxxxxxx Xxxxxx LLP, special counsel to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of Company, dated the Effective Date; (k) The Protective Advance Notes , addressed to each Noteholder, substantially in the form of Exhibit E hereto and addressing such additional matters as the Noteholders shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingreasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective as upon the receipt of the business day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;Agent. (i) The Borrowers shall have This Agreement, executed and delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 a duly authorized officer of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement Company and deemed part each of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees other Loan Documents duly executed and expenses incurred delivered by the AgentCompany, including all legal fees and (ii) reimbursed for the account of each Lender for such Lender’s current expenses reimbursable pursuant requesting the same, a Loan Note conforming to this the requirements hereof and executed by a duly authorized officer of the Company, (iii) the Warrant Agreement (including all Lender Expensesthe registration rights agreement attached thereto), executed and delivered by a duly authorized officer of Holdings and the Company, and (iv) the Subsidiary Guarantee, executed and delivered by a duly authorized officer of the Subsidiary Guarantor. (b) A copy of resolutions of the Board of Directors of each of Holdings, the Company and the Subsidiary Guarantor approving the terms of, the transactions contemplated by, and the execution of, the Loan Document to which it is a party. (c) A specimen of the signature of each person executing any Loan Document or any document or notice in each case which amounts shall be deducted or paid substantially concurrently from connection with any Loan Document. (d) A certificate of an authorized signatory of the initial Protective Advance to be made Company (a) confirming that utilizing the Commitments in full would not breach any limit binding on the Effective DateCompany; and(b) certifying that each document specified in this Section 4.1 is correct, complete and in full force and effect and has not been amended or superseded prior to the date of this Agreement; and (c) confirming that the constitutional documents of Holdings, the Company and the Subsidiary Guarantor have not been amended from those delivered prior to signing of the commitment letter in respect of the Interim Bridge Facility or, if they have been so amended, attaching such amendments, and in any case certifying that such constitutional documents (or, if applicable, such constitutional documents as amended) are true, complete and up to date. (me) No Event Evidence that National Registered Agents, Inc. has accepted its appointment as agent for Holdings, the Company and the Subsidiary Guarantor for service of Default shall have occurred and be continuingprocess in New York in connection with the Loan Documents.

Conditions Precedent to Effectiveness. This The obligation of each Lender to enter into this Agreement shall become effective as is subject to the fulfillment, to the reasonable satisfaction of the business day (the “Effective Date”) when Agent and its counsel, of each of the following conditions precedent shall have been satisfied or (unless otherwise waived in a manner satisfactory to the by Agent and the Lenders:): (a) The Borrowers Agent shall have delivered to received a certificate from the Agent an executed copy Borrower certifying that Borrower’s closings of this Agreement and all other documents and instruments required by its Initial Closing (as defined in the Agent and Subscription Agreements) has been consummated in accordance with the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the LendersSubscription Agreements; (b) The Borrowers Agent shall have received the Fee Letter, duly executed and delivered by Borrower and Agent, which shall be in full force and effect; (c) Agent shall have received the Management Fee Subordination Agreement, duly executed and delivered by Borrower, Adviser and Agent, which shall be in full force and effect; (d) Agent shall have received (i) the Security Agreement, duly executed and delivered by Borrower, which shall be in full force and effect, (ii) a UCC search with respect to Borrower from the Delaware Secretary of State, the results of which shall be reasonably satisfactory to Agent, and (iii) a UCC-1 financing statement naming Borrower as debtor in form and substance reasonably satisfactory to Agent; (e) Agent shall have received a promissory note, in form and substance reasonably satisfactory to Agent, duly executed by Borrower in favor of each Lender that requests a promissory note to evidence its Loans; (f) Agent shall have received a certificate of status with respect to Borrower dated within 20 days of the date of this Agreement, issued by the Secretary of State of the State of Delaware, which certificate shall indicate that Borrower is in good standing in such state; (g) Agent shall have received a true and correct copy of Borrower’s certificate of formation, certified by the Secretary of State of the State of Delaware within 20 days of the date of this Agreement; (h) Agent shall have received a true and correct copy of the other Governing Documents of Borrower, certified by a Responsible Officer of Borrower as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (i) Agent shall have received a certificate by a Responsible Officer of Borrower (i) attesting to the Agent certified copies of resolutions of each Borrower’s the board of directors of Borrower authorizing the execution, delivery, and sole memberperformance on behalf of Borrower of this Agreement and the other Loan Documents to which Borrower is a party, as applicable(ii) attesting to the resolutions of the board of directors of Borrower appointing Responsible Officers of Borrower, evidencing approval and (iii) attesting to the incumbency and signatures of the Responsible Officers of Borrower executing on behalf of Borrower this Agreement, the Security Agreement, the Fee Letter, and the other Loan Documents to which Borrower is a party; (j) Agent shall have received full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement, the borrowings hereunder Security Agreement and the other Loan Documents; (k) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to Borrower, in form and substance satisfactory to Agent and its counsel; (l) Agent shall have received a certificate executed by a Responsible Officer of Borrower to the effect that, as of the Closing Date, among other things, the underlying assets of Borrower do not constitute Plan Assets of any ERISA Investor in form and substance satisfactory to Agent; (m) Agent shall have received a certificate executed by a Responsible Officer of Borrower to the effect that Borrower has obtained all orders, consents, approvals, and other transactions evidenced authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Governing Documents of Borrower, this Agreement and the other Loan Documents, as may be required in connection with the transaction contemplated by the Loan Documents; (cn) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylawsno litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers restraining order shall have delivered be pending or overtly threatened in writing that could reasonably be expected to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (eo) The Agent shall have received UCC a Borrowing Base Certificate duly executed by Borrower and Lien searches and other evidence satisfactory to dated as of the Agent that there are no Liens upon the Collateral except Permitted LiensClosing Date; (fp) The Borrowers all customary due diligence on Borrower and its Subsidiaries shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed completed by the Borrowers to be reasonable at Agent and the time made Lenders and from the best information then available to the Borrowers, which Budget results of such due diligence shall be in form and substance satisfactory to the Agent and the Lenders; (gq) [Intentionally Omitted]no information shall have become available which the Agent believes has had, or could reasonably be expected to have, a Material Adverse Effect; (hr) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth of Borrower contained in Section 5 of this 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 Effective Datedate hereof (except to the extent that such representations and warranties solely relate to an earlier date); (ks) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part no Event of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Unmatured Event of Default shall have occurred and be continuingcontinuing on the date hereof; and (t) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and reasonable satisfaction of the LendersAgents: (a) The Borrowers This Joinder shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;respective parties hereto. (b) The Borrowers New [Borrower/Guarantor] shall have delivered the following to the Agent certified copies Administrative Agent, in form and substance reasonably satisfactory to the Agents: (i) Copies of the New [Borrower’s/Guarantor’s] Organization Documents. (ii) Certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the New [Borrower/Guarantor] evidencing (A) the authority of the New [Borrower/Guarantor] to enter into this Joinder and the other Loan Documents to which New [Borrower/Guarantor] is a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder and the other Loan Documents to which New [Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;/Guarantor] is a party. (ciii) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for (where applicable, or such other customary functionally equivalent certificates, to the extent available in the applicable jurisdiction) from the New [Borrower/Guarantor]’s jurisdiction of organization. (iv) Certificates of good standing (where applicable or such other customary functionally equivalent certificates, to the extent available in the applicable jurisdiction) from each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and jurisdiction where the New [Borrower’s/Guarantor’s] ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not be qualified would reasonably expected to have a Material Adverse Effect. (v) Execution and delivery by the New [Borrower/Guarantor] of the following Loan Documents: a) [In the case of a New Borrower, Joinders to the Domestic Note and the Domestic Swing Line Note, as applicable]; b) [Joinder Agreement to the Security Agreement]; c) [If the New [Borrower/Guarantor] maintains Blocked Account(s), Blocked Account Agreement(s) with _________]; d) [In the case of a New Guarantor, a Facility Guaranty]; and e) To the extent required by the Loan Documents, such other documents and agreements as any of the Agents may reasonably require. (c) Upon the request of Administrative Agent, the Administrative Agent shall have received a customary written legal opinion of the New [Borrower/Guarantor]’s counsel, addressed to the Administrative Agent and each Domestic Lender, covering such matters relating to the New [Borrower/Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (d) To the extent required by the Loan Documents, the Administrative Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by applicable Laws or reasonably requested by any Agent to create or perfect the Liens intended to be created under any Security Document and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agents. (e) The Agent New [Borrower/Guarantor] shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a paid in full all reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and documented out-of-pocket expenses incurred by the AgentAgents (including, including all legal without limitation, the reasonable and documented fees and (iiexpenses of counsel to the Agents) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to in connection with the preparation, negotiation, execution and delivery of this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred Joinder and be continuingrelated documents.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: a. This Joinder shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance reasonably satisfactory to the Agent Administrative Agent. b. All action on the part of the New [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form of Annex I to the Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Notes to the Domestic Lenders]; (b) [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Swingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Intentionally OmittedBlocked Account Agreement with ________________];; and (h) [add other applicable documents and agreements required by the Agents]. d. The Agent and the Lenders Agents shall have received a written legal opinion of the fully executed Subordination Agreement Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such Subordination Agreement matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request. e. The Administrative Agent shall have received all documents and instruments, including UCC financing statements and PPSA registration statements, required by law or reasonably requested by the Administrative Agent to be automatically effective upon filed, registered, published or recorded in order to create or perfect the effectiveness first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Administrative Agent for such filing, registration or recordation shall have been made. f. All fees and Credit Party Expenses incurred by the Agents in connection with the preparation and negotiation of this Agreement; Joinder and related documents (i) The Borrowers shall have delivered to including the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all reasonable fees and expenses incurred by of counsel to the Agent, including all legal fees and (iiAgents) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), shall have been paid in each case which amounts shall be deducted full. g. No Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing. h. The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Agents may reasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Borrower shall have delivered notified each Lender and the Agent in writing as to the Agent an executed copy proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate (including the transactions contemplated hereby and, subject to Section 4.3, to create accrued fees and perfect the Liens expenses of Agent with respect to all Collateral, in all cases in form and substance acceptable counsel to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Agent). (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, of each Borrower; (d) The Borrowers the following statements shall have delivered to be true and the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to for the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered account of each Lender a copy certificate signed by a duly authorized officer of the BudgetBorrower, together with a certificate of dated the Chief Executive Officer or the Chief Financial Officer of the Company Effective Date, stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;that: (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 4.01 are 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 Effective Date;, and (kii) After giving effect to the incurrence of the Loans on the Effective Date and the other transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default. (d) The Protective Advance Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes shall be rolledto the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying: (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of the Borrower or other person duly authorized by the constituent documents of the Borrower, (B) that attached thereto is a true and complete copy of a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State, (C) that attached thereto is a true and complete copy of the by-up laws of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (D), (D) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Agreement and the borrowings hereunder, which aggregate outstanding amount shall be deemed repaid under and the 2014 Second Lien Purchase Agreement execution, delivery and deemed part performance of each of the initial Protective Advance other Loan Documents required hereby with respect to be made the Borrower and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date;, and (lE) The Borrowers shall have as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on behalf of the Borrower. (v) Opinions of (i) paid all fees and expenses incurred by Wachtell, Lipton, Xxxxx & Xxxx, as special New York counsel for the Agent, including all legal fees Borrower and (ii) reimbursed each Lender Xxxxxxxx Xxxxxx, as Virginia counsel for such Lender’s current expenses reimbursable pursuant the Borrower, with respect to this Agreement (including all Lender Expenses)the enforceability of the applicable Loan Documents and other related matters, in each case which amounts (A) dated the Effective Date, (B) addressed to each Issuing Bank, the Agent and the Lenders on the Effective Date and (C) in form and substance reasonably satisfactory to the Agent covering such matters relating to the Loan Documents as the Agent shall be deducted or paid reasonably request. (e) The Effective Date Refinancing shall, substantially concurrently from simultaneously with the initial Protective Advance to be made occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date; and), be consummated. (mf) No Event The Senior Notes Offering shall, substantially simultaneously with the occurrence of Default the Effective Date (and in any event no later than the close of business on the Effective Date), be consummated. (g) Each Lender shall have occurred received all documentation and be continuingother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act to the extent requested by such Lender at least five Business Days prior to the Effective Date.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: a. This Joinder and a Guaranty shall have been duly executed and delivered by the respective parties hereto. b. All action on the part of the New Borrower and the other Obligors necessary for the valid execution, delivery and performance by the New Borrower of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. c. The New Borrower shall each have delivered the following to the Agent, in form and substance reasonably satisfactory to the Agent: i. Certificate of legal existence and good standing of the New Borrower issued by the Secretary of State of the State of its incorporation or organization. ii. A certificate of an authorized officer of the New Borrower in respect of the due adoption and continued effectiveness of each corporate resolution adopted in connection with the assumption by the New Borrower of obligations under the Loan Agreement and the other Loan Documents, setting forth the text of each such resolution, and attesting to the true signatures of each Person authorized as a signatory of the New Borrower to any of the Loan Documents, together with true and accurate copies of all Charter Documents of the New Borrower. iii. Perfection Certificate of the New Borrower in the form delivered by the Obligors on the Closing Date. iv. Execution and delivery by the New Borrower of such other documents, agreements and certificates as the Agent may reasonably require in accordance with the Loan Documents. d. The Agent shall have received a written legal opinion of the Obligors’ counsel addressed to the Agent and the other Lenders, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request, it being understood that such opinion shall be substantively similar to the opinion of Obligors’ counsel delivered on the Closing Date pursuant to Section 6.1(g) of the Loan Agreement. e. The Agent shall have received all documents and instruments, (including UCC financing statements, agreements providing for Agent’s control over Deposit Accounts and Credit Card Notifications), required by law or reasonably requested by the Agent in accordance with the Loan Documents to create or perfect the first priority Lien (subject only to Permitted Liens having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Agent. f. All reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable and documented fees and out-of-pocket expenses of one legal counsel to the Agent) shall have been paid in full by the Borrowers. g. The Agent shall have received copies of policies of insurance, be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the New Borrower and have received certificates of insurance with endorsements naming the Agent, for the benefit of the Secured Parties, as loss payee or waived additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in a manner form and substance reasonably satisfactory to the Agent and each of the Lenders:. (a) h. The Borrowers Obligors shall have executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational such additional documents, as applicableinstruments, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents agreements as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The satisfaction of the business day (the “Effective Date”) when each of the following shall constitute conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent effectiveness of this Agreement and each and every provision hereof (such date being the Lenders:“Agreement Effective Date”): (a) The Borrowers Lender shall have delivered to the Agent an executed copy received counterparts of this Agreement duly executed and all other documents delivered by each Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenderseach Guarantor; (b) The Borrowers Lender shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole memberreceived, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;Lender: (i) The Borrowers shall have delivered a duly executed original common stock purchase warrant issued to Lender in the Agent form of Exhibit A hereto (the “First Additional Warrant”), (ii) a duly executed original common stock purchase warrant issued to Lender in the form of Exhibit B hereto (the “Second Additional Warrant”), (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Loan Party as Lender may require to establish the identities of and verify the Lenders authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (iv) such other documents evidence as the Agent or any Lender may reasonably request;require to verify that each Loan Party is duly organized or formed, validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction) and qualified to engage in business in such Loan Party’s jurisdiction of organization and in each foreign jurisdiction in which such Loan Party is required to be qualified, including certified copies of such Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like, [***] Omitted pursuant to a request for confidential treatment with the SEC. (jc) The except for representations and warranties set forth which would otherwise fail to be true and correct solely as a result of the occurrence and continuance of the Specified Defaults, the representations and warranties herein and in Section 5 of this the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that where any such representation and warranty is already subject to a materiality qualifier shall not be applicable to any representations standard, in which case such representation and warranties that already are qualified or modified by materiality warranty is true and correct in the text thereofall respects) on and as of the Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day); (kd) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted no Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default (other than the Specified Defaults) shall have occurred and be continuingcontinuing 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 Authority against any Borrower or any Guarantor or Lender; (f) Borrowers shall pay concurrently with the closing of the transactions evidenced by this Agreement, all fees, costs, expenses (including all attorney’s fees and consultant fees) and taxes then payable pursuant to the Credit Agreement (including Section 2.04 of the Credit Agreement) and Section 12 of this Agreement; (g) Lender shall have received, in immediately available funds, the Amendment Fee referred to in Section 11 of this Agreement; and (h) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed or recorded and shall be in form and substance reasonably satisfactory to Lender.

Conditions Precedent to Effectiveness. This Agreement The parties hereto agree that this Amendment shall become not be effective as until the satisfaction of the business day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers the Lender shall have delivered to the Agent an executed received a copy of this Agreement Amendment duly completed, executed and all other documents and instruments required delivered by the Agent Borrower and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lendersother Loan Parties; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent Lender shall have received UCC and Lien searches and other evidence satisfactory of concurrent consummation of a related amendment to the Agent that there are no Liens upon credit agreement evidencing the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the BorrowersU.S. Cellular SOFR Loan Facility, which Budget shall be in form and substance satisfactory reasonably acceptable to the Agent Lender; (c) the Lender shall have received evidence of concurrent consummation of a related amendment to the TDS Xxxxx Fargo Credit Agreement, which shall be in form and substance reasonably acceptable to the LendersLender; (d) the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (e) the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the TDS CoBank Term Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (f) the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Term Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (g) [Intentionally Omitted]the Lender shall have received evidence of concurrent consummation of a related amendment to the credit agreement evidencing the U.S. Cellular Citibank Loan Facility, which shall be in form and substance reasonably acceptable to the Lender; (h) The Agent and the Lenders Lender shall have received payment of all reasonable and invoiced out-of-pocket fees and expenses incurred by the fully executed Subordination Agreement Lender and such Subordination Agreement shall be automatically effective upon its Affiliates (including the effectiveness reasonable and invoiced fees, charges and disbursements of a single counsel for the Lender in reasonable detail, and, if applicable, one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement;Amendment; and (i) The Borrowers shall have delivered to each of the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth made in Section 5 of this Agreement Amendment shall be true and correct in all material respects (except that or, to the extent any such materiality qualifier representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall not be applicable to any representations true and warranties that already are qualified or modified by materiality correct in the text thereofall respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date; (k) The Protective Advance Notes , except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be rolled-up hereundertrue and correct as of such earlier date, which aggregate outstanding amount and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed repaid under to refer to the 2014 Second Lien Purchase Agreement most recent statements furnished pursuant to subsections (a) and deemed part (b), respectively, of Section 6.01 of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingCredit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when each upon satisfaction of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to (the Agent and the Lenders:“Closing Date”): (a) The Borrowers Administrative Agent shall have delivered to received the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andfollowing, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Administrative Agent: (i) An executed counterpart of this Agreement signed on behalf of the Company, the Guarantors, the Administrative Agent and the Lenderseach Lender; (bii) The Borrowers shall have delivered To the extent requested pursuant to Section 2.11(a), a duly executed Note of the Agent certified copies of resolutions Company, for the account of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documentsrequesting Lender; (ciii) The Borrowers shall have delivered Certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name certain identified Loan Parties as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the Agent certified limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the BylawsCompany and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; (v) A certificate from the relevant Secretary of State dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by each Loan Party; (vi) A certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that as of such date, (A) the representations and warranties contained in Section 6.01 are correct in all material respects on and as of the Closing Date, (B) no Default or other organizational Event of Default as of the date thereof has occurred and is continuing and (C) from the Chief Financial Officer, the Solvency of the Company on a consolidated basis both before and after giving effect to the transactions occurring on such date; (vii) An opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in a form reasonably satisfactory to the Administrative Agent; (viii) Opinions of the local counsel to the Borrower identified on Schedule 5.01(a)(viii), in each case, in a form reasonably satisfactory to the Administrative Agent; (ix) A Perfection Certificate, duly executed by each of the Loan Parties; (x) The Security Agreement, duly executed by each of the Loan Parties; (xi) The Pledge Agreement, duly executed by each Specified Pledgor; and (xii) Subject to Section 7.11(b), delivery of all documents, instruments and certificates and evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to create and perfect Liens on the Collateral has been taken. (b) The Company shall have paid all reasonable accrued fees and expenses of the Original Arrangers, the Administrative Agent and the Lenders which are due and payable on the Closing Date to the extent invoiced (including fees set forth in the Fee Letter and the reasonable and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Original Arrangers and the Administrative Agent); (c) There shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as applicablea whole, each as amended through the Effective Datesince December 31, of each Borrower2016; (d) The Borrowers There shall have delivered exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the Agent a certificate knowledge of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure Company, threatened, that could reasonably be expected to be qualified would have a Material Adverse Effect; (e) The Receipt of such documentation as may be required by any Lender, any L/C Issuer or the Administrative Agent shall have received UCC and Lien searches and other evidence satisfactory in order to comply with Section 326 of the USA PATRIOT Act or necessary for any Lender, any L/C Issuer or the Administrative Agent that there are no Liens upon to verify the Collateral except Permitted Liens;identity of any Borrower as required by Section 326 of the USA PATRIOT Act, as requested through the Administrative Agent at least 5 days in advance of the Closing Date; and (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Administrative Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness a Borrowing Base Report as of this Agreement; (i) The Borrowers shall have delivered August 31, 2017. Upon giving effect to the Agent initial funding of Revolving Loans and issuance of Letters of Credit, and the Lenders such other documents as payment by the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 Borrower of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred in connection herewith, Availability shall be at least $250,000,000. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified above in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, as notified by the AgentAdministrative Agent to the Lenders, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts specifying its objection thereto. The Administrative Agent shall be deducted or paid substantially concurrently from promptly notify the initial Protective Advance to be made on Lenders of the Effective occurrence of the Closing Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement agreement shall become not be effective as of the business day (the “Effective Date”) when each of unless the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers each of the parties hereto shall have executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent agreement and the Lenders to effectuate Guarantors have executed and delivered the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lendersacknowledgement attached hereto; (b) The Borrowers shall have the Parent has executed and delivered to the Administrative Agent certified copies a general security agreement as well as a pledge agreement with respect to the shares of resolutions of each Borrower’s board of directors Tenke Holdings and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder Tenke Holdings has executed and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Administrative Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicablea Guarantee, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the LendersAdministrative Agent; (gc) [Intentionally Omitted]; (h) The Agent the Borrowers shall forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;Administrative Agent: (i) The Borrowers shall have delivered a duly certified copy of the articles of incorporation and by-laws or comparable documents of each of the Parent and Tenke Holdings; (ii) a certificate of status or good standing for each of the Parent and Tenke Holdings issued by the appropriate governmental body or agency of the jurisdiction in which each such Company is incorporated; (iii) a duly certified copy of the resolution of the board of directors of each of the Parent and Tenke Holdings authorizing it to execute, deliver and perform its obligations under each Credit Document referred to in Section 4.1(b) to which such Company is a signatory and, in the case of Tenke Holdings, a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of Tenke Holdings) of Tenke Holdings authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent or its nominees and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (iv) a certificate of an officer of each of the Parent and Tenke Holdings, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents referred to in Section 4.1(b) to which such Company is a signatory; (v) share certificates representing all of the issued and outstanding shares of Tenke Holdings, duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (vi) an opinion of each of the Parent and Tenke Holdings’ counsel addressed to the Lenders, the Administrative Agent and its counsel, relating to the Lenders status and capacity of each such Company, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents referred to in Section 4.1(b) to which such Company is a party in the jurisdiction of incorporation of such Company and in jurisdiction(s) whose laws govern such Credit Document and such other documents matters as the Administrative Agent or any Lender may reasonably request; (jvii) The representations and warranties set forth in Section 5 of this Agreement 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 an opinion of the Effective Date; (k) The Protective Advance Notes shall Administrative Agent’s counsel with respect to such matters as may be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under reasonably required by the 2014 Second Lien Purchase Agreement and deemed part Administrative Agent in connection with each of the initial Protective Advance Parent and Tenke Holdings (including, without limitation, the legality, validity and binding nature of the obligations of such Company under, and the enforceability against such Company of, the Credit Documents referred to be made on in 4.1(b) of the Effective Date; (l) The Borrowers shall have (i) paid all fees Parent and expenses incurred Tenke Holdings which are governed by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenseslaws of the Province of Ontario), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (mviii) No Event a certified copy of the Tenke JVSA; (d) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (e) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created pursuant to the Security Documents referred to in Section 4.1(b) and to ensure the perfection and the intended first-ranking priority of such Security; (f) no Default shall have occurred and be continuingcontinuing or would arise upon this agreement becoming effective; and (g) the Parent has paid to each Lender that has approved in writing the TNW Covenant Waiver Request dated February 18, 2009 to the Lenders from the Administrative Agent a work fee equal to twenty basis points of such Lender’s aggregate Individual Commitment, with such Individual Commitment based on a RT Facility of U.S.$400,000,000.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date as PMI shall have notified each Lender and the Facility Agent pursuant to Section 3.1(a) (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers PMI shall have delivered notified each Lender and the Facility Agent in writing as to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;proposed Effective Date. (b) The Borrowers shall have delivered to On the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval date of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers following statements shall have delivered to the Agent certified copies of the Certificate of Incorporation be true and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Facility Agent shall have received UCC and Lien searches and other evidence satisfactory to for the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered account of each Lender a copy certificate signed by a duly authorized officer of PMI, dated as of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness date of this Agreement;, stating that: (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 4.1 are correct in all material respects (except that such materiality qualifier shall not be applicable to any representations representation and warranties warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Date;date of this Agreement, and (kii) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement no event has occurred and deemed part is continuing that constitutes a Default or Event of the initial Protective Advance Default. (c) Prior to be made on or simultaneously with the Effective Date;, PMI shall have satisfied all of its obligations under the Existing Credit Agreement including, without limitation, the payment of all loans, accrued interest and fees. (ld) The Borrowers Facility Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Facility Agent (acting on its own behalf and on behalf of the Lenders): (i) Certified copies of the resolutions of the Board of Directors of PMI approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) A certificate of the Secretary or an Assistant Secretary of PMI certifying the names and true signatures of the officers of PMI authorized to sign this Agreement and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counsel) for PMI, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A favorable opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Facility Agent, substantially in the form of Exhibit G hereto. (v) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2023 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a), does not exceed $200,000,000. (e) PMI shall have paid all accrued fees and reasonable expenses incurred of the Facility Agent and the Lenders with respect to this Agreement for which the Facility Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to the Effective Date. (f) This Agreement shall have been executed by the PMI and Citi, as Facility Agent, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. (i) The Facility Agent shall have received, at least five days prior to the Effective Date, all documentation and other information regarding PMI reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including all legal fees the Patriot Act, to the extent requested in writing of PMI at least fifteen days prior to the Effective Date and (ii) reimbursed each if PMI qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, any Lender for such Lender’s current expenses reimbursable pursuant that has requested a Beneficial Ownership Certification in a written notice to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance PMI at least fifteen days prior to be made on the Effective Date; and (m) No Event of Default , shall have occurred received such Beneficial Ownership Certification at least five days prior to the Effective Date (provided that, upon the execution and delivery by the Facility Agent or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.1(g) shall be continuingdeemed to be satisfied). The Facility Agent shall notify PMI and the Initial Lenders of the date which is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Facility Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in such state. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under each of the AgentBorrower’s Existing 2021-A Credit Agreement and Existing 2021-B Credit Agreement shall be repaid and satisfied in full, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to extend credit under the Existing 2021-A Credit Agreement and the Existing 2021-B Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing 2021-A Credit Agreement and the Existing 2021-B Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing 2021-A Credit Agreement and the Existing 2021-B Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $200,000,000 Amended and Restated Five-Year Credit Agreement dated as of May 28, 2021 by and among PWCC, as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been (or shall concurrently with the effectiveness of this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from be) amended and restated on terms and conditions reasonably acceptable to the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingAgent.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as is subject to the satisfaction of the business day following conditions precedent (the first date of satisfaction of all such conditions herein, the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenders:): (a) The Borrowers Administrative Agent shall have delivered to the Agent an received duly executed copy counterparts of this Agreement and all other documents and instruments required by from the Agent Borrowers, the Guarantors, the Administrative Agent, and the Lenders to effectuate Required Lenders. (b) Each of the transactions contemplated hereby and, subject to Section 4.3, to create Borrowers and perfect the Liens of Agent with respect to all Collateral, in all cases in form Guarantors shall have confirmed and substance acceptable acknowledged to the Administrative Agent and the Lenders; (b) The Borrowers shall have delivered , that by its execution and delivery of this Agreement that they do hereby confirm and acknowledge to the Administrative Agent certified copies and the Lenders, that (i) the execution, delivery and performance of resolutions this Agreement has been duly authorized by all requisite corporate action on its part; (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against it, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of each Borrower’s board creditors’ rights generally and by general principles of directors and sole member, as applicable, evidencing approval of equity; (iii) after giving effect to this Agreement, the borrowings hereunder representations and other transactions evidenced warranties by the Borrowers or the Guarantors as applicable, contained in the Credit Agreement, Amendment No. 4 and in the other Loan Documents;, to which it is a party, are true and correct on and as of the date hereof in all material respects as though made as of the date hereof; (v) all of its obligations under Section 5 of Amendment No. 4 are hereby ratified and confirmed by such Borrower or Guarantor; and (vi) no Default or Event of Default (other than the Subject Defaults) exists under the Credit Agreement or any of the other Loan Documents after giving effect to this Agreement. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; paid (i) The Borrowers shall have delivered to the Agent all reasonable and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all documented fees and out-of-pocket expenses incurred by the Agent, including all legal fees and Administrative Agent (ii) reimbursed each Lender for all reasonable and documented fees, and out-of-pocket charges and disbursements of Xxxxx Xxxxx LLP, US counsel to the Administrative Agent (directly to such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expensescounsel if requested by the Administrative Agent), (iii) all reasonable and documented fees, and out-of-pocket charges and disbursements of Xxxxx’x, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) incurred in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and connection with this Agreement, and (miv) No Event of Default shall have occurred all reasonable and be continuingdocumented fees, out-of-pocket charges and disbursements incurred by PA Consulting Group, Inc., in connection with this Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of on the business day (the “Effective Date”) when Business Day on which each of the following conditions precedent shall have has been satisfied (or waived in a manner satisfactory to by Lender) (such date, the Agent and the Lenders:"Effective Date"). (a) The Borrowers Lender shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andreceived evidence, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to Lender, that Lender has valid perfected and first priority security interests in and liens upon the Collateral, subject only to the Agent security interests and liens permitted herein or in the Lendersother Financing Agreements; (b) The Borrowers all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Lender, and Lender shall have delivered to the Agent certified received all information and copies of resolutions all documents, including, without limitation, records of each Borrower’s board of directors requisite corporate action and sole memberproceedings which Lender may have requested in connection therewith, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced such documents where requested by the Loan DocumentsLender or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) The Borrowers Borrower shall have delivered provide evidence satisfactory to Lender demonstrating that after payment or provision for the Agent certified copies payment of all fees and expenses of the Certificate of Incorporation transactions contemplated by the Financing Agreements and the Bylawsdisbursement of the proceeds of the initial Loans and the issuance of the initial Letter of Credit Accommodations and after application of the lending formula and all reserves as provided in this Agreement, the Excess Loan Availability shall be greater than or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrowerequal to $20,000,000; (d) The Borrowers Lender shall have delivered to established and be maintaining the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectCongress Accounts; (e) The Agent Lender shall have received UCC received, in form and Lien searches substance reasonably satisfactory to Lender, all consents, waivers, acknowledgments and other evidence satisfactory agreements from third persons which Lender may deem reasonably necessary or desirable in order to the Agent that there are no Liens permit, protect and perfect its security interests in and liens upon the Collateral except Permitted Liens;or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, acknowledgements by landlords, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; PROVIDED, HOWEVER, if Lender has not received appropriate documentation with respect to each such person, this condition shall be satisfied if Borrower is current in all payments owing to such Person, is not in default under the agreement allowing Borrower to occupy or use the applicable premises and Borrower has delivered an officer's certificate, in the form of Exhibit D hereto, setting forth the information, as of April 30, 2000, required by Exhibit D. (f) The Borrowers ender shall have delivered a copy received evidence of insurance and loss payee endorsements required hereunder and under the Budgetother Financing Agreements, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance reasonably satisfactory to the Agent Lender, and the Lenderscertificates of insurance policies and/or endorsements naming Lender as loss payee; (g) [Intentionally Omitted]; (h) The Agent and the Lenders ender shall have received the fully executed Subordination Agreement an opinion letter from each of Xxxxxx & Xxxxxxx and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered Skadden, Arps, Slate, Xxxxxxx & Xxxx, counsel to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Borrower, substantially in the text thereof) on and as form of the Effective DateExhibit B hereto; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of be subject to the business day (the “Effective Date”) when each of the following conditions precedent that the Administrative Agent shall have been satisfied received on or waived before the Closing Date (unless otherwise specified) the following, each in a manner form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent: (a) The Borrowers shall have delivered this Agreement, the Sale Agreement, the contribution agreement relating to the Agent an transfer of the equity interests of the Borrower to the Equityholder (which agreements may be redacted), and the Lender Fee Letter, each duly executed copy of this Agreement and all other documents and instruments required delivered by the Agent parties thereto, shall each be in full force and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenderseffect; (b) The Borrowers shall have delivered to the Agent certified true and complete copies of resolutions the Constituent Documents of each the Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder Equityholder and other transactions evidenced by the Loan DocumentsServicer as in effect on the Closing Date; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Responsible Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; Borrower certifying (i) The Borrowers shall have delivered as to its Constituent Documents as of the Agent Closing Date, (ii) as to its resolutions or other action of the Equityholder acting as the sole member of the Borrower approving this Agreement and the Lenders such other documents as Facility Documents to which it is a party and the Agent or any Lender may reasonably request; transactions contemplated hereby and thereby, (jiii) The that its representations and warranties set forth in Section 5 the Facility Documents to which it is a party are true and correct in all material respects as of this Agreement the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (except iv) that such materiality qualifier shall not be applicable no Default or Event of Default has occurred and is continuing as of the Closing Date, and (v) as to any the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (d) a certificate of a Responsible Officer of the Equityholder certifying (i) as to its Constituent Documents as of the Closing Date, (ii) as to its resolutions approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties that already are qualified or modified by materiality set forth in the text thereof) on Facility Documents to which it is a party are true and correct in all material respects as of the Effective DateClosing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (iv) as to the incumbency and specimen signature of each of its Responsible Officers as of the Closing Date authorized to execute the Facility Documents to which it is a party; (ke) The Protective Advance Notes a certificate of a Responsible Officer of the Servicer certifying (i) as to its Constituent Documents as of the Closing Date, (ii) as to its resolutions or other action of the Equityholder acting as the sole member of the Servicer approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be rolled-up hereundertrue and correct in all material respects as of such earlier date), which aggregate outstanding amount shall be deemed repaid under and (iv) as to the 2014 Second Lien Purchase Agreement incumbency and deemed part specimen signature of each of its Responsible Officers as of the initial Protective Advance Closing Date authorized to be made on execute the Effective DateFacility Documents to which it is a party; (lf) The Borrowers financing statements or financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable) in proper form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), if any, necessary to release all security interests and other rights of any Person in the Collateral granted by the Borrower, the Equityholder or any transferor prior to the Closing Date (other than the Lien created by the Original Credit Agreement); (h) legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, the Equityholder, the Servicer, the Collateral Agent and the Custodian, covering such matters as the Administrative Agent and its counsel shall have reasonably request; (i) paid evidence reasonably satisfactory to it that (i) all fees and expenses incurred by due and owing to each Lender on or prior to the Agent, including all legal fees Closing Date have been received; and (ii) reimbursed each Lender for such Lender’s current the reasonable and documented fees and expenses reimbursable pursuant of Xxxxx & Xxxxx LLP, counsel to this Agreement (including all Lender Expenses)the Administrative Agent and the Lenders, in each case which amounts connection with the transactions contemplated hereby, shall be deducted have been paid by or paid substantially concurrently on behalf of the Borrower; (j) such other opinions, instruments, certificates and documents from the initial Protective Advance Borrower as the Agents or any Lender shall have reasonably requested prior to be made the Closing Date; provided that nothing in this clause (j) shall imply or impose a duty on the Effective Date; and (m) No Event part of Default shall have occurred and be continuingthe Collateral Agent to require any other documents.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of on the business day (the “Effective Date”) when date on which each of the following conditions precedent shall have been is satisfied or duly waived in a manner satisfactory to by the Agent and the LendersRequired Noteholders: (a) The Borrowers Noteholders or their counsel shall have received counterparts of each of the Transaction Documents originally executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent Company and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens each of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries. (b) The Borrowers Noteholders or their counsel shall have delivered received (i) the Fundamental Documents of each Entity, certified as of a recent date by an appropriate governmental official, each dated the Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Person executing the Transaction Documents on behalf of the Entities; (iii) resolutions of the Board of Directors or similar governing body of each Entity approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable governmental authority of each Entity’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Agent certified copies of resolutions of each Borrower’s board of directors Effective Date; and sole member, (v) such other organizational and similar documents as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Noteholders may reasonably request. (c) The Borrowers Each Entity shall have delivered obtained all governmental authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions to be effectuated by the Agent certified copies Transaction Documents, and each of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget foregoing shall be in full force and effect and in form and substance satisfactory to the Agent Noteholders. (d) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders of the compliance by the Entities with the Guarantee and Amended and Restated Security Agreement (including, without limitation, their obligations to authorize, execute (if applicable) and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein). (e) The Noteholders or their counsel shall have received a certificate from the Company’s insurance broker substantially in the form of Schedule 7.1(e) or other evidence satisfactory to them that all insurance required to be maintained pursuant to Section 8.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Noteholders, as additional insured and loss payee thereunder to the extent required under Section 8.5. (f) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the Existing Credit Agreement has been repaid and discharged and the Lenders;credit line provided thereby has been canceled, and that all Liens securing the Existing Credit Agreement have been released, including the filing of appropriate UCC-3 termination statements or other termination documents as applicable; provided that, to the extent necessary, any such UCC-3 termination statements or other termination documents may be filed promptly after the Closing and in any event within thirty (30) days after the Closing. (g) [Intentionally Omitted];The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the exceptions to good standing that are set forth on Schedule 1 to Exhibit E hereto have all been resolved; provided that, to the extent necessary, any such resolution and the appropriate evidence of such resolution may be provided to the Noteholders promptly after the Closing and in any event within thirty (30) days after the Closing. (h) The Agent and the Lenders Subordinated Notes shall have received been amended to include subordination provisions either substantially in the fully executed Subordination Agreement form of Schedule 7.1 or as otherwise agreed to by the Noteholders, and such Subordination Agreement shall be automatically effective upon otherwise satisfactory to the effectiveness of this Agreement;Noteholders. (i) The Borrowers Company shall have delivered to paid the Agent fees and expenses specified in Section 2.8(a) for the Lenders such other documents as Noteholders in connection with the Agent or any Lender may reasonably request;transactions contemplated by this Agreement. (j) The representations and warranties set forth in Section 5 Each Noteholder or their counsel shall have received an opinion of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable Gxxxxxx Sxxxxx LLP, special counsel to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of Company, dated the Effective Date; (k) The Protective Advance Notes , addressed to each Noteholder, substantially in the form of Exhibit E hereto and addressing such additional matters as the Noteholders shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingreasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Borrower shall have delivered notified each Lender and the Agent in writing as to the Agent an executed copy proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate (including the transactions contemplated hereby and, subject to Section 4.3, to create accrued fees and perfect the Liens expenses of Agent with respect to all Collateral, in all cases in form and substance acceptable counsel to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Agent). (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, of each Borrower; (d) The Borrowers the following statements shall have delivered to be true and the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to for the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered account of each Lender a copy certificate signed by a duly authorized officer of the BudgetBorrower, together with a certificate of dated the Chief Executive Officer or the Chief Financial Officer of the Company Effective Date, stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;that: (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 4.01 are 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 Effective Date;, and (kii) After giving effect to the incurrence of the Loans on the Effective Date and the other transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default. (d) The Protective Advance Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes shall be rolledto the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying: (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of the Borrower or other person duly authorized by the constituent documents of the Borrower, (B) that attached thereto is a true and complete copy of a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State, (C) that attached thereto is a true and complete copy of the by-up laws of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (D), (D) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Agreement and the borrowings hereunder, which aggregate outstanding amount shall be deemed repaid under and the 2014 Second Lien Purchase Agreement execution, delivery and deemed part performance of each of the initial Protective Advance other Loan Documents required hereby with respect to be made the Borrower and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date;, and (lE) The Borrowers shall have as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on behalf of the Borrower. (v) Opinions of (i) paid all fees and expenses incurred by Wachtell, Lipton, Xxxxx & Xxxx, as special New York counsel for the Agent, including all legal fees Borrower and (ii) reimbursed each Lender Xxxxxxxx Xxxxxx, as Virginia counsel for such Lender’s current expenses reimbursable pursuant the Borrower, with respect to this Agreement (including all Lender Expenses)the enforceability of the applicable Loan Documents and other related matters, in each case which amounts (A) dated the Effective Date, (B) addressed to each Issuing Bank, the Agent and the Lenders on the Effective Date and (C) in form and substance reasonably satisfactory to the Agent covering such matters relating to the Loan Documents as the Agent shall be deducted or paid reasonably request. (e) The Effective Date Refinancing shall, substantially concurrently from simultaneously with the initial Protective Advance to be made occurrence of the Effective Date (and in any event no later than the close of business on the Effective Date; and) be consummated. (mf) No Event of Default Each Lender shall have occurred received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act to the extent requested by such Lender at least five Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be continuingdeemed to be satisfied).

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under the AgentBorrower’s existing Five-Year Credit Agreement dated as of September 28, including all legal fees 2006 (the “Existing Senior Credit Agreement”) shall be repaid and satisfied in full, (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to this extend credit under the Existing Senior Credit Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from terminated and (iii) any letters of credit outstanding under the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default Existing Senior Credit Agreement shall have occurred been terminated, canceled, transferred or replaced; and be continuingthe Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Agreement if applicable.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory fulfilled to the Agent and reasonable satisfaction of the LendersAdministrative Agent: (a) The Borrowers This Joinder shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;effect. (b) The Borrowers All action on the part of the New [Borrower/Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have delivered been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, shall have been provided to the borrowings hereunder and other transactions evidenced by the Loan Documents;Administrative Agent. (c) The Borrowers New [Borrower/Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Agent certified Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Loan Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents. (iii) A Perfection Certificate. (iv) Execution and delivery by the Certificate New [Borrower/Guarantor] of Incorporation and the Bylaws, or other organizational documentsfollowing Loan Documents: a) [Joinders to the Term Notes, as applicable, each ]; b) [Joinder to the Fee Letter]; c) [DDA Notification with ______________]; and d) Such other documents and agreements as amended through the Effective Date, of each Borrower;Administrative Agent or the Collateral Agent may reasonably require. (d) The Borrowers Upon the request of the Administrative Agent in its sole discretion, the Administrative Agent shall have delivered received a favorable written legal opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Collateral Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all the other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;Credit Parties, covering such matters as Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including, without limitation, UCC financing statements and DDA Notifications, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien searches intended to be created under the Collateral Documents and other evidence satisfactory all such documents and instruments shall have been so filed, registered or recorded to the Agent that there are no Liens upon satisfaction of the Collateral except Permitted Liens;Administrative Agent. (f) The Borrowers All reasonable fees and Credit Party Expenses incurred by the Agents in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and paid in good faith and is based on assumptions believed full by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;New [Borrower/Guarantor]. (g) [Intentionally Omitted]; (h) The Agent and the Lenders Loan Parties shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent Agents such additional documents, instruments, and the Lenders such other documents agreements as the Administrative Agent or any Lender the Collateral Agent may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of on the business day (date when the “Effective Date”) when Purchasers and the District shall have received each of the following conditions precedent shall have been satisfied or waived which are, in a manner form and substance, satisfactory to the Agent Purchasers and the LendersDistrict and their respective counsel: (a) The Borrowers shall have delivered to the Agent an A true and complete original executed copy counterpart of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;Agreement. (b) The Borrowers shall have delivered to the Agent certified Certified copies of the resolutions of each Borrower’s board of directors the District, Jefferson Holdings and sole member, as applicable, evidencing approval of Jefferson Railport approving this Agreement, the borrowings hereunder other Related Documents to which such Person is a party and the other transactions evidenced by matters contemplated hereby (which certificate shall state that such resolutions are in full force and effect on the Loan Documents;Closing Date). (c) The Borrowers shall have delivered to the Agent certified copies A certificate of each of the Certificate of Incorporation District, Jefferson Holdings, Jefferson Railport and the Bylaws, or Trustee certifying the names and true signatures of the respective officers thereof authorized to sign this Agreement and the other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower;documents to be delivered by it hereunder. (d) The Borrowers shall have A copy, certified on the Closing Date by the District, of each Related Document delivered on or prior to the Agent a certificate Closing Date and an executed original of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Related Document delivered on the failure to be qualified would have a Material Adverse Effect;Closing Date. (e) The Agent shall have received UCC Copies of the legal opinions rendered in connection with the issuance of the Series 2016 Bonds and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon delivery of the Collateral except Permitted Liens;Related Documents, confirmed as of the Closing Date. (f) The Borrowers shall have delivered a copy Payment of all amounts due and owing to the District pursuant to any of the Budget, together with a certificate Related Documents as of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Closing Date. (g) [Intentionally Omitted]; (h) The Agent Such other documents, instruments, approvals and, if requested by a Purchaser, certified duplicates of executed originals thereof, and opinions as a Purchaser may reasonably request. If the Lenders shall have received Purchasers waive or acknowledge satisfaction of the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have foregoing conditions in Writing delivered to the Agent and the Lenders Trustee, then such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount conditions shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred been waived by the Agentparties hereto or satisfied for all purposes, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted whether or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingnot actually satisfied.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: a. This Joinder shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance reasonably satisfactory to the Agent Administrative Agent. b. All action on the part of the New [Borrower/Facility Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Facility Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New [Borrower/Facility Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. ii. Certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Perfection Certificate in the form of Annex I to the Security Agreement. iv. Execution and delivery by the New [Borrower/Facility Guarantor] of the following Loan Documents: a) [Joinders to the Revolving Credit Notes to the Domestic Lenders]; (b) [Joinders to the Revolving Credit Notes to the Canadian Lenders]; c) [Joinder to the Swingline Note to the Domestic Swingline Lender]; d) [Joinder to the Swingline Note to the Canadian Swingline Lender]; e) [Joinder to the Security Documents, as applicable]; f) [Joinder to the Fee Letter]; g) [Intentionally OmittedBlocked Account Agreement with ];; and (h) [add other applicable documents and agreements required by the Agents]. d. The Agent and the Lenders Agents shall have received a written legal opinion of the fully executed Subordination Agreement Loan Parties’ counsel addressed to the Agents and the other Lenders, covering such Subordination Agreement matters relating to the New [Borrower/Facility Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request. e. The Administrative Agent shall have received all documents and instruments, including UCC financing statements and PPSA registration statements, required by law or reasonably requested by the Administrative Agent to be automatically effective upon filed, registered, published or recorded in order to create or perfect the effectiveness first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Administrative Agent for such filing, registration or recordation shall have been made. f. All fees and Credit Party Expenses incurred by the Agents in connection with the preparation and negotiation of this Agreement; Joinder and related documents (i) The Borrowers shall have delivered to including the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all reasonable fees and expenses incurred by of counsel to the Agent, including all legal fees and (iiAgents) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), shall have been paid in each case which amounts shall be deducted full. g. No Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing. h. The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Agents may reasonably request.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and sole satisfaction of the LendersLender: (a) The Borrowers This Amendment shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. (b) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Lenders;Obligors of this Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (c) The Lender shall have received from the Obligors an amendment fee in the amount of Twenty-Five Thousand Dollars ($25,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully and irrevocably earned by the Lender upon execution of this Amendment, and is non-refundable to the Obligors. (d) The Lender shall have received true and correct, fully executed copies of the Energy Source Material Transaction Documents. (e) The Lender shall have received true and correct, fully-executed (as applicable) copies of those items set forth on the Lender’s closing checklist which has been provided to the Obligors. (f) The Lender shall have received the original membership/stock certificates of Energy Source and RLT-ES, respectively, which original membership/stock certificates shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender. (g) [Intentionally Omitted];The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request. (h) The Agent and the Lenders Lender shall have completed and received the fully executed Subordination Agreement satisfactory results of all Patriot Act inquiries with respect to Energy Source and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;RLT-ES. (i) The Borrowers All conditions precedent to the consummation of the Energy Source Acquisition as required by the Energy Source Material Transaction Documents shall have delivered to been satisfied or waived by the Agent applicable parties, and the Lenders such other documents as Energy Source Acquisition shall have been consummated in accordance with the Agent or any Lender may reasonably request;provisions of the Energy Source Material Transaction Documents. (j) The representations Obligors shall have paid the cash portion of the Energy Source Purchase Price with funds derived solely from the proceeds derived from the issuance of Equity Interests of RLT pursuant to the terms and warranties set forth in Section 5 conditions of this Agreement shall be that certain Investment Agreement, dated as of even date herewith, by any among RLT, Great American Insurance Company, Great American Life Insurance Company and BFLT, LLC, a fully-executed true and correct in all material respects (except that such materiality qualifier shall not be applicable complete version of which has been delivered to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Effective Date;Lender. (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under After giving effect to the 2014 Second Lien Purchase Agreement and deemed part consummation of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees Energy Source Acquisition and expenses incurred by the Agentthis Fifth Amendment, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted no Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred exist except with respect to the failure of the Obligors to obtain the consent of the Lender with respect to (i) the creation of Revolution Lighting – E-Lighting, Inc., a Delaware corporation “RLT-E-Lighting”) as a wholly owned subsidiary of RLT, (ii) the purchase by RLT of certain assets of DPI Management, Inc. d/b/a E Lighting, a Texas corporation (“E-Lighting”), pursuant to a certain Asset Purchase Agreement dated as of February 5, 2015 by and among RLT, E-Lighting and others, and (iii) the contribution of certain assets so acquired to RLT-E-Lighting (i) through and including (iii) the “RLT-E-Lighting Transaction.” The Lender hereby waives any Event of Default attributable solely to the RLT-E-Lighting Transaction; provided however, that any such Event of Default shall constitute an Event of Default unless, within 30 days of the date hereof, the Obligors and RLT-E-Lighting execute and deliver such joinder agreement and related documents, instruments and agreements substantially similar to prior forms as reasonably requested by the Lender in order to join RLT-E-Lighting as a Borrower, to cause the stock of RLT-E-Lighting to be continuingpledged to the Lender as Collateral and to cause RLT-E-Lighting to pledge its assets to the Lender as Collateral.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under the AgentBorrower’s existing Three-Year Credit Agreement dated as of February 12, including all legal fees 2010 (the “Existing Senior Credit Agreement”) shall be repaid and satisfied in full, (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to this extend credit under the Existing Senior Credit Agreement (including all Lender Expenses), in each case which amounts shall be deducted terminated and (iii) any letters of credit outstanding under the Existing Senior Credit Agreement shall have been terminated, canceled, transferred or paid substantially concurrently from replaced; and the initial Protective Advance Agent shall have received evidence of the foregoing satisfactory to be made on it, including an escrow agreement or payoff letter executed by the Effective Date; andlenders or the agent under the Existing Senior Credit Agreement if applicable. (mf) No Event of Default The Agent shall have occurred received evidence satisfactory to it of the refinancing of that certain $500,000,000 Three-Year Credit Agreement dated as of February 12, 2010 by and be continuingamong Arizona Public Service Company, as borrower, the lenders from time to time, parties thereto and Bank of America, N.A., as administrative agent, on terms and conditions reasonably acceptable to the Agent.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of Xxxxx & Xxxxxx L.L.P., counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under the AgentBorrower’s existing Amended and Restated Credit Agreement dated as of December 9, including all legal fees 2005 (the “Existing Senior Credit Agreement”) shall be repaid and satisfied in full, (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to this extend credit under the Existing Senior Credit Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from terminated and (iii) any letters of credit outstanding under the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default Existing Senior Credit Agreement shall have occurred been terminated, canceled or replaced; and be continuingthe Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The satisfaction of the business day (the “Effective Date”) when each of the following shall constitute conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent effectiveness of this Agreement and each and every provision hereof (such date being the Lenders:“Agreement Effective Date”): (a) The Borrowers Lender shall have delivered to the Agent an executed copy received counterparts of this Agreement duly executed and all other documents delivered by each Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenderseach Guarantor; (b) The Borrowers Lender shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole memberreceived, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;Lender: (i) The Borrowers shall have a replacement Note, evidencing Revolving Loans, duly executed and delivered by each Borrower; (ii) a duly executed original replacement common stock purchase warrant issued to Lender in the Agent form of Exhibit C hereto (the “New Warrant”), (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Loan Party as Lender may require to establish the identities of and verify the Lenders authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (iv) such other documents evidence as the Agent or any Lender may reasonably request;require to verify that each Loan Party is duly organized or formed, validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction) and qualified to engage in business in such Loan Party’s jurisdiction of organization and in each foreign jurisdiction in which such Loan Party is required to be qualified, including certified copies of such Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like, [***] Omitted pursuant to a request for confidential treatment with the SEC. (jc) The except for representations and warranties set forth which would otherwise fail to be true and correct solely as a result of the occurrence and continuance of the Specified Defaults, the representations and warranties herein and in Section 5 of this the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that where any such representation and warranty is already subject to a materiality qualifier shall not be applicable to any representations standard, in which case such representation and warranties that already are qualified or modified by materiality warranty is true and correct in the text thereofall respects) on and as of the Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier day); (kd) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted no Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default (other than the Specified Defaults) shall have occurred and be continuingcontinuing 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 Authority against any Borrower or any Guarantor or Lender.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $200,000,000 Five-Year Credit Agreement dated as of May 13, 2016 by and among PWCC as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that that certain $200,000,000 Five-Year Credit Agreement, dated as of July 12, 2018, by and among PWCC, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent, shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as is subject to the fulfillment, to the satisfaction of the business day (the “Effective Date”) when Lender, of each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersset forth below: (a) The Borrowers Lender shall have delivered filed appropriate financing statements on Form UCC-1 in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender’s Liens in and to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in including without limitation, financing statements naming Borrower as debtor, and Lender, as secured party, describing all cases assets of Borrower in form and substance acceptable reasonably satisfactory to the Agent and the LendersLender; (b) The Borrowers Lender shall have delivered received each of the following documents, in form and substance reasonably satisfactory to the Agent certified copies of resolutions of Lender, duly executed, and each Borrower’s board of directors such document shall be in full force and sole member, as applicable, evidencing approval of effect: (i) this Agreement, , (ii) the borrowings hereunder and other transactions evidenced Reaffirmation of Collateral Documents, (iii) the Closing Certificate, (iv) the Copyright Security Agreement dated as of the Closing Date made by the Loan Documents;Parent in favor of Lender; and (v) a Letter of Credit Application. (c) The Borrowers Lender shall have delivered received a certificate from the corporate secretary (or a manager in the case of a limited liability company) of each Obligated Party (i) attesting to the Agent certified copies duly adopted resolutions of such Person’s Board of Directors authorizing execution, delivery and performance of the Certificate Loan Documents to which it is a party and authorizing specific officers of Incorporation such Person to execute the same, and (ii) attesting to the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, incumbency and signatures of each Borrowersuch specific officers of such Person; (d) The Borrowers Lender shall have delivered received for each Obligated Party copies of such Person’s Governing Documents, as amended, modified, or supplemented to the Agent Closing Date, certified by its corporate secretary (or a certificate manager in the case of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectlimited liability company); (e) The Agent Lender shall have received UCC certificates of status with respect to each Obligated Party, dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officers of the jurisdiction of organization of such Person and Lien searches and each other evidence satisfactory jurisdiction in which its failure to the Agent be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that there are no Liens upon the Collateral except Permitted Lienssuch Person is in good standing in such jurisdiction; (f) The Borrowers Lender shall have delivered a copy received all certificates of insurance as are required by Section 6.6, the form and substance of which shall be reasonably satisfactory to Lender together with endorsements to such policies naming Lender as lender loss payee and additional insured, in form and substance reasonably satisfactory to Lender; (g) Lender shall have received an opinion of counsel to the Obligated Parties, in form and substance reasonably satisfactory to Lender; (h) Borrower shall have paid (i) all of Lender’s reasonable costs and expenses incurred in connection with underwriting, approving, negotiating, preparing and closing of the BudgetLoan Documents, together and (ii) all Lender Expenses incurred in connection with a certificate of the Chief Executive Officer transactions evidenced by this Agreement; and (i) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis recorded and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance reasonably satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The making by the Lenders of the business day (the “Effective Date”) when each initial Advance pursuant to this Agreement is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers making of the Loan and the funding of Advances hereunder shall not contravene any Law applicable to the Administrative Lender or any Lender. (b) The Companies shall have delivered to the Agent an Administrative Lender and each Lender a Certificate, dated the effective date, executed by a Responsible Officer, certifying that (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in Article IV hereof are true and correct, and (iii) it has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (c) The Companies shall have delivered to the Administrative Lender and each Lender a Secretary's Certificate, dated the effective date, certifying (i) that the attached copies of all amendments to each Company's certificate of incorporation (certified by the Secretary of State of such Company's state of incorporation) and bylaws since December 30, 1993, together with the certificates of incorporation and bylaws heretofore delivered to the Administrative Lender, are true and complete, and in full force and effect, without amendment except as shown, (ii) that each attached copy of each Company's resolutions authorizing execution and delivery of this Agreement and the other Loan Papers is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this loan transaction, (iii) that copies of each Company's certificates of good standing and certificates of existence delivered to the Lenders have been issued within 30 days prior to the Closing Date, and that no facts exist that would make such certificates inaccurate as of the effective date, (iv) to the incumbency, name and signature of each Responsible Officer and other officer authorized to sign this Agreement and other Loan Papers on each Company's behalf, (v) that a copy of the resolutions for PAG authorizing execution and delivery of the Metrocall Agreement and the consummation of the transactions contemplated thereby are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to the Metrocall Sale, (vi) that the Metrocall Agreement attached thereto is true, complete and correct, and (vii) that the Forbearance Agreement between the Companies and the Subordinated Lenders attached thereto is true, complete and correct. The Administrative Lender and Lenders may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (d) Delivery to the Administrative Lender and each Lender of their respective Notes, this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andLoan Papers, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Administrative Lender and each Lender, and completed and executed by the Companies, and delivery to the Administrative Lender of (i) all certificates evidencing Capital Stock of the Companies (other than PAG), and the LendersSubsidiaries, and (ii) each and every writing evidencing any indebtedness (other than Cash Equivalents) owed by any Person to any of the Companies, together with any bond or note power (executed in blank) for each such writing where appropriate. (e) Each Lender shall have received its Pro Rata share of cash constituting Net Proceeds of the Metrocall Agreement, together with an accounting for such proceeds. In addition, the Administrative Lender shall have taken physical possession of the following: (i) two Metrocall Common Stock certificates to be held as Collateral, and representing in the aggregate (x) that number of shares having a market value as determined in the Metrocall Agreement equal to $15,000,000, plus (y) an additional 762,690 additional shares, minus (z) that number of shares having a market value as determined in the Metrocall Agreement of (I) $4,000,000 minus (II) the amount of Cash Equivalents held in escrow pursuant to the Metrocall Agreement; (ii) one stock certificate of the shares of Metrocall Preferred Stock held as Collateral, and having in the aggregate a face and par value of $15,000,000; and (iii) a copy of a letter from PAG to the escrow agent under the Metrocall Agreement, accepted by the escrow agent, directing the escrow agent to deliver to the Administrative Lender any property held in escrow otherwise to be delivered to PAG. Each certificate shall be accompanied by a stock power signed in blank. The Companies shall also provide to the Administrative Lender and each Lender an accounting showing the calculation of the number of shares of Metrocall Stock issued under the Metrocall Agreement and the allocation of those shares between the escrow account and the Collateral as set forth above. (f) All terms of the Metrocall Agreement, and all related documentation, shall be acceptable to the Administrative Lender and each Lender in its sole discretion and absolute discretion, and the Metrocall Sale shall have been consummated in accordance with the terms, provisions and conditions of the Metrocall Agreement, without amendments, consents or waivers by the Companies with respect thereto (except with the express written consent of the Administrative Lender and each Lender). The Metrocall Agreement as in effect on June _, 1997, is acceptable to the Administrative Lender and each Lender. The cash proceeds of the Metrocall Sale shall be not less than $25,000,000 and shall be distributed as follows: First, $20,500,000 shall be used to pay all accrued interest, fees, and expenses due pursuant to the Original Credit Agreement (including without limitation fees and expenses of counsel to the Administrative Lender and to each Lender) until such amounts are paid in full, and then to principal owing pursuant to the Original Credit Agreement. Second, to the extent cash proceeds exceed $25,000,000, such excess shall be applied to principal owing under the Original Credit Agreement so long as (i) $4,000,000 in cash or market value as determined in the Metrocall Agreement of Metrocall Common Stock shall have been deposited into the escrow arrangement required by the Metrocall Agreement, and (ii) to the extent that the Metrocall Common Stock (excluding the shares placed into such escrow arrangement) has a market value as determined in the Metrocall Agreement less than $2,000,000, the Companies shall have retained cash reserves in an amount equal to the difference between $2,000,000 and the market value as determined in the Metrocall Agreement of such common stock for use, if required, to pay accounts payable, expenses incurred in connection with or incidental to the Plan of Liquidation or in the ordinary course of business consistent with the Plan of Liquidation, amounts due in connection with claims and lawsuits, and other expenses of the type described on SCHEDULE 2.3 attached hereto so long as no Default then exists or would result therefrom. (g) [Intentionally Omitted];The Administrative Lender and each Lender shall have received opinions of Stroock & Stroock & Lavan LLP, counsel to each Company and the Subsidiaries, dated the Clxxxxx Date acceptable to the Administrative Lender and Lenders, and otherwise in form and substance satisfactory to the Administrative Lender, Lenders and Special Counsel, with respect to the Advances and the credit facility evidenced by this Agreement and the Loan Papers, and with respect to the Metrocall Sale and the Metrocall Agreement. (h) The Agent Administrative Lender and each Lender shall have received copies of all opinions rendered by any counsel in connection with the Metrocall Sale and the Metrocall Agreement, with a letter from such counsel entitling the Administrative Lender, on behalf of itself and all other Lenders, to rely on such opinions. (i) All of the Properties of the Companies and the Subsidiaries shall be free from Liens (except those securing the Obligation and Permitted Liens) and the Administrative Lender and each Lender shall be satisfied that each such Property fully secures the Obligation with a first and prior perfected Lien pursuant to documentation acceptable to each Lender. (j) The Administrative Lender and each Lender shall have received, in form and substance satisfactory to it (i) a certificate from the Secretary of State of New York certifying that the PAG is a corporation duly organized, validly existing and in good standing in such state as of the date thereof, and (ii) certificates of appropriate authorities of all jurisdictions where each Company should be qualified to do business, to the effect that it is in good standing and duly qualified to transact business in such jurisdictions. (k) The Subordinated Lenders shall have entered into a forbearance agreement ("FORBEARANCE AGREEMENT") with PAG pursuant to terms and conditions, and subject to documentation, acceptable to the Administrative Lender and each Lender in its sole and absolute discretion. (l) The Administrative Lender and each Lender shall have received each of the fully executed Subordination Agreement following, in form and such Subordination substance satisfactory to the Administrative Lender, each Lender and Special Counsel: (i) the results of UCC and other Lien searches against the assets of each Company and the Subsidiaries and evidence of the filing of financing statements on Form UCC-1 necessary to grant the Administrative Lender a perfected Lien on the collateral; (ii) evidence that all proceedings of each Company and the Subsidiaries taken in connection with the transactions contemplated by this Agreement shall be automatically effective upon reasonably satisfactory in form and substance to the effectiveness Administrative Lender, each Lender and Special Counsel; and the Administrative Lender and each Lender shall have received copies of all documents or other evidence which the Administrative Lender, each Lender or Special Counsel may reasonably request in connection with said transactions, including without limitation the resolutions of the Board of Directors of each Company and each Subsidiary authorizing the transactions contemplated herein, certified to be true and correct by a Responsible Officer; (iii) for each Company and each Subsidiary as of and for the calendar quarter ended March 31, 1997, consolidated and consolidating statements of income and balance sheets of each Company and each Subsidiary for such period, in reasonable detail and certified by a Responsible Officer to the best of his/her knowledge to be complete and correct and prepared consistently with past practices and substantially in accordance with generally accepted accounting principles, subject to year-end adjustment; (iv) a duly completed and executed Compliance Certificate computed after giving effect to the Advance made or to be made on the Closing Date, evidencing no Default or Event of Default; (v) copies of all Authorizations and consents, waivers or other evidence from all stockholders, Tribunals and other material third parties of all approvals and waivers in connection with the Metrocall Sale and as otherwise deemed advisable by Special Counsel, the Administrative Lender or any Lender in connection with this AgreementAgreement and the Loan Papers, or necessary or appropriate and reasonably requested by the Administrative Lender, Special Counsel or any Lender; (vi) payment of all fees (including the facility fee), and reimbursement to the Administrative Lender and each Lender of all attorneys' fees and expenses incurred through the Closing Date by the Administrative Lender and each Lender in connection with the preparation, negotiation and consummation of the loan transaction evidenced by this Agreement and the Loan Papers; and (vii) copies of insurance binders or certificates covering the assets of each Company and the Subsidiaries showing the Administrative Lender, on behalf of the Lenders, as loss payee and additional insured where appropriate. (m) All proceedings of each Company and the Subsidiaries taken in connection with the Metrocall Sale and the loan transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to the Administrative Lender and each Lender. The Administrative Lender and each Lender shall have received copies of all documents or other evidence that it may reasonably request in connection with such transactions. (n) All proceedings of each Company taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to the Administrative Lender. The Administrative Lender and each Lender shall have received all information and copies of all documents that it may reasonably request in connection with such transactions. (o) The Administrative Lender shall have received a certificate, executed by the Chairman of the Board of the Company, certifying both on behalf of the Company, and as to their own personal knowledge, that: (i) The Borrowers shall have delivered Loan Papers constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms (subject, as to enforcement of remedies only, to any applicable bankruptcy, reorganization, moratorium or similar Laws or principles of equity affecting the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request;enforcement of creditors' rights generally), (jii) The representations and warranties set forth in Section 5 of this Agreement shall be true and correct in all material respects Each Lender holds "claims" (except that as such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality term is defined in the text thereofFederal Bankruptcy Code, 11 U.S.C. ss. 101(4)) on against the Company in an amount not less than the face amount of such Lender's Note and such claims are not subject to (and there is no fact, omission or circumstance that would make such claims subject to) any defense, offset, counterclaim, subordination, disallowance, avoidance, or other defect or impairment as of the Closing Date. (iii) As of the Effective Date;, and at all times prior thereto, the Liens held by the Administrative Lender to secure Obligations under the Original Credit Agreement were valid and perfected Liens, and the value of the collateral subject to such Liens, after deducting any prior Liens, expenses or charges which would have been paid from the proceeds of such Liens, exceeded the total amount of the Obligations which such collateral secured. (kiv) The Protective Advance Notes shall After giving effect to the transactions contemplated hereby and in the Metrocall Agreement, the Administrative Lender holds a Lien or Liens on all assets of the Companies and such Lien is not subject to (and there is no fact, omission or circumstance that would make such Lien subject to) any defense, offset, counterclaim, subordination, disallowance, avoidance, lack of perfection, or other defect or impairment as of the Closing Date. (v) No Company has any "claims" (as such term is defined in the Federal Bankruptcy Code, 11 U.S.C. ss. 101(4)) or right of offset or any equitable remedy, privilege or other right against the Administrative Lender or any Lender except as may be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid specifically granted under the 2014 Second Lien Purchase Agreement and deemed part terms of the initial Protective Advance to be made on the Effective Date;Loan Papers. (lvi) The Borrowers After the Closing Date, the Companies' operating businesses shall have (i) paid all fees been terminated and expenses incurred by each of them shall, on that date, have no assets other than those held for liquidation and distribution to each Company's creditors and shareholders in accordance with the AgentLoan Papers, including all legal fees agreements between each Company and (ii) reimbursed its creditors other than the Administrative Lender and the Lenders and each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event Company's certificate of Default shall have occurred and be continuingincorporation.

Conditions Precedent to Effectiveness. This Agreement shall become effective as be of the business day (the “Effective Date”) when each of not force and effect, and IBank shall have no obligations hereunder, until the following conditions precedent shall have to effectiveness of this Agreement have, in IBank’s reasonable discretion, been satisfied or waived in a manner satisfactory to the Agent and the Lenders:fully. (a) The Borrowers IBank shall have delivered to the Agent an executed copy received three (3) copies of this Agreement bearing the Purchaser’s original signature and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;IBank shall have counter-signed this Agreement. (b) The Borrowers IBank shall have delivered to the Agent certified copies received a copy of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced a resolution duly adopted by the Loan Documents;Purchaser’s governing body approving entry into this Agreement in form and content acceptable to IBank, a copy of which shall be attached hereto as Exhibit A. (c) The Borrowers IBank shall have delivered received an originally executed copy of an opinion of the Purchaser’s legal counsel in form and content substantially similar to the Agent certified copies Form of Opinion of Legal Counsel to the Certificate of Incorporation and the Bylaws, or other organizational documents, Purchaser attached hereto as applicable, each as amended through the Effective Date, of each Borrower;Exhibit D. (d) The Borrowers IBank shall have delivered received an originally executed copy of a Certificate of the Purchaser from the Purchaser’s Municipal Utilities and Engineering Department Director in form and content substantially similar to the Agent a certificate Form of good standing for each Borrower from its state Certificate of incorporation Municipal Utilities and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;Engineering Department Director attached hereto as Exhibit F. (e) The Agent Purchaser shall have received UCC and Lien searches and other evidence satisfactory paid to IBank the Agent that there are no Liens upon the Collateral except Permitted Liens;Origination Fee. (f) The Borrowers Purchaser shall have delivered a copy provided satisfactory evidence that it has expended fully its funds, or has immediately available committed funds to expend, for each of the Budgetitems in Exhibit H, together with a certificate Schedule of Sources and Uses of Facility Funds, denoted to be the responsibility of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingPurchaser.

Conditions Precedent to Effectiveness. This Agreement shall become effective as on the date on which (a) the Borrower has paid to the Agent, for the account of the business day Lenders, the up-front fees previously agreed to between the Borrower and the Lenders, (b) the “Effective Date”Borrower has paid all fees, costs and expenses due and payable pursuant to Sections 9.7 and 10.12 (to the extent then billed), (c) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory Borrower has paid all principal, interest and fees outstanding under the Prior Agreement and (d) the Borrower has furnished to the Agent and with sufficient copies for the Lenders: (ai) The Borrowers Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall have delivered identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Agent an executed copy of this Agreement Loan Documents and all other documents and instruments required by to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to effectuate rely until informed of any change in writing by the transactions contemplated hereby andBorrower. (iv) Copies, subject certified by the Secretary of Parent, of the articles of incorporation of the Parent, together with all amendments, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of the Parent, of its by-laws, and of its Board of Directors' resolutions (to Section 4.3the extent required by law or the Parent's constituent documents), and resolutions of other bodies, if any are deemed necessary by counsel for any Lender, authorizing the delegation of authority sufficient for the execution of the Support Agreement. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signature of the officers of the Parent authorized to create and perfect sign the Liens of Agent with respect to all CollateralSupport Agreement, in all cases in form and substance acceptable to upon which certificate the Agent and the Lenders;Lenders shall be entitled to rely until informed of any change in writing by the Parent. (bvii) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole memberA certificate, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced signed by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the BylawsPresident, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation Vice President and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company Borrower, stating that such Budget on the Restatement Date no Default or Unmatured Default has been prepared on a reasonable basis and in good faith occurred and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available continuing. (viii) Written opinions of counsel to the BorrowersBorrower and the Parent, which Budget shall be addressed to the Lenders in substantially the forms of Exhibits "D-1" and "D-2" hereto, respectively. (ix) Notes payable to the order of each of the Lenders. (x) The Support Agreement. (xi) A Confirmation of Pledge Agreement in substantially the form of Exhibit C-2. (xii) The Business Plan, together with detailed projections in form and substance satisfactory to the Agent and the Lenders;. (gxiii) [Intentionally Omitted]; (h) The Agent and Written money transfer instructions, in substantially the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness form of this Agreement; (i) The Borrowers shall have delivered Exhibit "G" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Lenders such Agent may have reasonably requested. (xiv) The insurance certificate described in Section 5.17. (xv) Such other documents as the Agent or any Lender or its counsel may have reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingrequested.

Conditions Precedent to Effectiveness. This The obligation of each Lender to enter into this Agreement shall become effective as is subject to the fulfillment, to the reasonable satisfaction of the business day (the “Effective Date”) when Agent and its counsel, of each of the following conditions precedent shall have been satisfied or (unless otherwise waived in a manner satisfactory to the by Agent and the Lenders:): (a) The Borrowers Agent shall have delivered to received a certificate from the Agent an executed copy Borrower certifying that Borrower’s closings of this Agreement and all other documents and instruments required by its Initial Capital Raise (as defined in the Agent and Subscription Agreements) have been consummated in accordance with the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the LendersSubscription Agreements; (b) The Borrowers Agent shall have received the Fee Letter, duly executed and delivered by Borrower and Agent, which shall be in full force and effect; (c) Agent shall have received the Management Fee Subordination Agreement, duly executed and delivered by Borrower, Adviser and Agent, which shall be in full force and effect; (d) Agent shall have received (i) the Security Agreement, duly executed and delivered by Borrower, which shall be in full force and effect, (ii) a UCC search with respect to Borrower from the Delaware Secretary of State, the results of which shall be reasonably satisfactory to Agent, and (iii) a UCC-1 financing statement naming Borrower as debtor in form and substance reasonably satisfactory to Agent; (e) Agent shall have received a promissory note, in form and substance reasonably satisfactory to Agent, duly executed by Borrower in favor of each Lender that requests a promissory note to evidence its Loans; (f) Agent shall have received a certificate of status with respect to Borrower dated within 20 days of the date of this Agreement, issued by the Secretary of State of the State of Delaware, which certificate shall indicate that Borrower is in good standing in such state; (g) Agent shall have received a true and correct copy of Borrower’s certificate of formation, certified by the Secretary of State of the State of Delaware within 20 days of the date of this Agreement; (h) Agent shall have received a true and correct copy of the other Governing Documents of Borrower and conversion documents of Borrower, certified by a Responsible Officer of Borrower as being a true, correct and complete copy thereof, as in effect as of the date of this Agreement; (i) Agent shall have received a certificate by a Responsible Officer of Borrower (i) attesting to the Agent certified copies of resolutions of each Borrower’s the board of directors of Borrower authorizing the execution, delivery, and sole memberperformance on behalf of Borrower of this Agreement and the other Loan Documents to which Borrower is a party, as applicable(ii) attesting to the resolutions of the board of directors of Borrower appointing Responsible Officers of Borrower, evidencing approval and (iii) attesting to the incumbency and signatures of the Responsible Officers of Borrower executing on behalf of Borrower this Agreement, the Security Agreement, the Fee Letter, and the other Loan Documents to which Borrower is a party; (j) Agent shall have received full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement, the borrowings hereunder Security Agreement and the other Loan Documents; (k) Agent shall have received the written opinions, dated the date of this Agreement, of counsel to Borrower, in form and substance satisfactory to Agent and its counsel; (l) Agent shall have received a certificate executed by a Responsible Officer of Borrower to the effect that, as of the Closing Date, among other things, the underlying assets of Borrower do not constitute Plan Assets of any ERISA Investor in form and substance satisfactory to Agent; (m) Agent shall have received a certificate executed by a Responsible Officer of Borrower to the effect that Borrower has obtained all orders, consents, approvals, and other transactions evidenced authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the Governing Documents of Borrower, this Agreement and the other Loan Documents, as may be required in connection with the transaction contemplated by the Loan Documents; (cn) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylawsno litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers restraining order shall have delivered be pending or overtly threatened in writing that could reasonably be expected to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (eo) The Agent shall have received UCC a Borrowing Base Certificate duly executed by Borrower and Lien searches and other evidence satisfactory to dated as of the Agent that there are no Liens upon the Collateral except Permitted LiensClosing Date; (fp) The Borrowers all customary due diligence on Borrower and its Subsidiaries shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed completed by the Borrowers to be reasonable at Agent and the time made Lenders and from the best information then available to the Borrowers, which Budget results of such due diligence shall be in form and substance satisfactory to the Agent and the Lenders; (gq) [Intentionally Omitted]no information shall have become available which the Agent believes has had, or could reasonably be expected to have, a Material Adverse Effect; (hr) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth of Borrower contained in Section 5 of this 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 Effective Datedate hereof (except to the extent that such representations and warranties solely relate to an earlier date); (ks) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part no Event of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted Default or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Unmatured Event of Default shall have occurred and be continuingcontinuing on the date hereof; (t) Agent shall have received Control Agreement(s), duly executed and delivered by Borrower, Agent and U.S. Bank National Association, which shall be in full force and effect; and (u) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Agent and its counsel.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender: i) This Agreement shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (g) [Intentionally Omitted]; (hii) The Agent and the Lenders Lender shall have received the a fully executed Subordination copy of the All Around Sale Agreement and such Subordination Agreement shall be automatically effective upon each other All Around Sale Documents. iii) All action on the effectiveness part of the Obligors necessary for the valid execution, delivery and performance by the Obligors of this Agreement;Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (iiv) The Borrowers Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the Agreement and the All Around Sale Documents, and all other documents referenced therein and related thereto, are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the title, name and signature of each Person authorized to sign such documents. v) The Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “B”. (jvi) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall (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 billed as of March 31, 2020), plus prior open invoices for attorneys’ fees in the text thereof) on and as aggregate amount of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing$91,236.95.

Conditions Precedent to Effectiveness. This Agreement shall will become effective as upon the following conditions being met (unless waived in writing by all Lenders) including the receipt, where applicable, by the Agent, for and on behalf of the business day (the “Effective Date”) when each Lenders, of the following conditions precedent shall have been satisfied or waived documents each in a manner satisfactory to the Agent full force and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement effect, and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lenders, acting reasonably: (a) this Agreement shall have been duly executed and delivered by the LendersBorrower; (gb) [Intentionally Omitted]; (h) The the Agent and the Lenders shall have received favourable legal opinions of Borrower's Counsel and Lenders' Counsel in respect of the fully executed Subordination Agreement Borrower; (c) the Borrower shall have paid all fees and such Subordination Agreement shall be automatically effective upon the effectiveness expenses then due in respect of this Agreement; (id) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent no Default or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing; (e) the representations and warranties in Article 13 and in any other Document shall be true, complete and correct on and with effect from the date of this Agreement; (f) the Agent and the Lenders shall have received in respect of the Borrower: (i) a certificate of status, certificate of compliance, good standing or similar certificate issued by an appropriate Administrative Body of the jurisdiction of organization of the Borrower, to the extent such certificate is issued by an Administrative Body in such jurisdiction; (ii) a certificate of incumbency with specimen signatures of the individuals executing this Agreement; and (iii) a certificate from an officer thereof attaching certified copies of (A) its constating documents and (B) resolutions of its governing body authorizing the execution and delivery of this Agreement; (g) there shall not have occurred since December 31, 2012 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; and (h) evidence that the Existing Credit Agreement shall have been clarified to ensure that either (A) the Aggregate Principal Amount will be excluded from the representation and warranty in section 13.1(r) of the Existing Credit Agreement or (B) the reference therein to the “borrowing base covenant” will be expanded to refer to all of section 4.09 of the Note Indenture described in part (a) of the definition of Note Indenture.

Conditions Precedent to Effectiveness. This Agreement shall become effective as Unless waived by all of the business day (Lenders, the “Effective Date”) when each effectiveness of this Agreement is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers Lenders shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateralbe satisfied, in all cases in form and substance acceptable to their reasonable discretion, with the Agent and Borrowers' financial condition, Property, business, affairs or prospects as of the Lenders;effective date. (b) The Borrowers shall have executed and delivered to the Administrative Agent certified copies and the Documentation Agent on behalf of resolutions the Lenders all of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Borrowers' Loan Documents;, in form and substance satisfactory to the Lenders. (c) The Borrowers shall have delivered such financing statements and lien filings as the Collateral Agent or the Lenders shall request to record and perfect the Liens granted to the Collateral Agent certified copies on behalf of the Certificate of Incorporation Lenders under the Loan Documents. The Lenders shall have received such UCC and Lien search reports as they shall deem appropriate to evidence that the BylawsCollateral Agent's Liens on the Collateral are first priority Liens, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower;subject only to Permitted Liens. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Administrative Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer a duly authorized officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available Company, certifying to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Administrative Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness that (1) no Default or Event of this Agreement; (i) The Borrowers shall have delivered Default exists to the Agent and best of the Lenders such other documents as knowledge of the Agent or any Lender may reasonably request; officer executing the certificate, (j2) The the representations and warranties set forth in Section 5 of this Agreement shall be Article V hereof are true and correct in all material respects respects, (3) the Borrowers have complied with all agreements and conditions to be complied with by them under the Loan Documents by such date, and (4) there has been no Material Adverse Change in the business, assets, or prospects of the Borrowers considered as a whole. (e) The Administrative Agent and the Documentation Agent shall have received a certificate of the secretary, manager, member, or general partner, as applicable, of each of the Borrowers, certifying (1) that attached copies of its articles of incorporation, bylaws or other organizational documents are true and complete, and in full force and effect, without amendment except as shown, (2) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such materiality qualifier resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (3) to the incumbency, name and signature of each officer or representative authorized to sign the Loan Documents on behalf of the entity. The Lenders may conclusively rely on this certificate until they are otherwise notified by Borrowers in writing. (f) The Administrative Agent shall not be applicable have received an opinion of counsel to Borrowers, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, (1) to the effect that the Borrowers have full power and authority to execute and deliver the Loan Documents; (2) to the effect that the Loan Documents constitute the legal, valid and binding respective obligations of the Borrowers, enforceable in accordance with their terms; and (3) as to such other matters, and otherwise in form and substance, satisfactory to the Lenders. (g) The Administrative Agent shall have received evidence of insurance as required under Sections 4.05 and 6.09 hereof. (h) Either the Administrative Agent or the Documentation Agent shall have received evidence satisfactory to it and to the Lenders that the Borrowers are duly organized, validly existing and in good standing in their respective jurisdiction of organization, and are duly qualified and in good standing in all other appropriate jurisdictions. (i) Except to the extent that the same shall have been waived for particular leased real property by the Required Lenders, the Collateral Agent shall have received evidence satisfactory to the Required Lenders that every landlord for leased real property occupied by the Borrowers has either (1) waived any landlord's Lien with respect to any representations and warranties that already are qualified Collateral located on such leased premises, or modified by materiality in (2) subordinated any landlord's Lien to the text thereof) on Lien of the Collateral Agent created under the Loan Documents for the benefit of the Lenders and as security for the Obligations. (j) There shall be no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Body that purports (1) to represent a Material Adverse Change, or (2) to materially affect any transaction contemplated hereby or the ability of the Effective Date;Borrowers taken as a whole to perform their respective obligations under the Loan Documents. (k) The Protective Advance Notes Lenders shall have received and reviewed such information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, Property ownership, environmental matters, contingent liabilities and management of the Borrowers as they have requested, and the results of such review shall be rolled-up hereundersatisfactory to the Lenders and their counsel. All proceedings of the Borrowers taken in connection with the transactions contemplated hereby, which aggregate outstanding amount and all documents incidental thereto, shall be deemed repaid under satisfactory in form and substance to the 2014 Second Lien Purchase Agreement Lenders. The Administrative Agent, the Collateral Agent, and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers each Lender shall have (i) paid received copies of all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for documents or other evidence that it may reasonably request in connection with such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingtransactions.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in such state. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (e) [Reserved]. (f) The Agent shall have received evidence satisfactory to it that each of (i) that certain $500,000,000 Five-Year Credit Agreement dated as of May 28, 2021 by and among APS, as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and (ii) that certain $500,000,000 Amended and Restated Five-Year Credit Agreement dated as of May 28, 2021 by and among APS, as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that certain $1.250,000,000 Five-Year Credit Agreement, dated as of April 10, 2023, by and among APS, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent, shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers making of the Commitment, the making of the initial Advance and issuance of the initial Letter of Credit shall not contravene any Applicable Law applicable to the Administrative Lender, any Lender, or the Issuing Bank. (b) No Material Adverse Change, as determined by the Administrative Lender, shall have occurred and be continuing since February 2, 1997. (c) The Company shall have delivered to the Agent an Administrative Lender a Certificate, dated the effective date, executed by a duly authorized officer, certifying that (i) no Default or Event of Default has occurred and is continuing, (ii) the representations and warranties set forth in ARTICLE V hereof are true and correct, and (iii) it has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (d) The Company shall have delivered to the Administrative Lender a Secretary's Certificate, dated the effective date, certifying (i) that copies of its certificate of incorporation and bylaws previously delivered to the Administrative Lender are true and complete, and in full force and effect, without amendment except as shown, (ii) that a copy of its resolutions authorizing execution and delivery of this Agreement and any other Loan Papers attached thereto is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name, and signature of each officer authorized to sign this Agreement and any other Loan Papers on its behalf. The Administrative Lender, Lenders, and Issuing Bank may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (e) Each Domestic Subsidiary shall have delivered to the Administrative Lender a Secretary's Certificate, dated the effective date, certifying (i) that copies of its certificate of incorporation and bylaws previously delivered to the Administrative Lender are true and complete, and in full force and effect, without amendment except as shown, (ii) that a copy of its resolutions authorizing execution and delivery of the Loan Papers to which it is party are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name, and signature of each officer authorized to sign the Loan Papers to which it is party. The Administrative Lender, Lenders, and Issuing Bank may conclusively rely on the certificate delivered pursuant to this subsection until they receive notice in writing to the contrary. (f) The Administrative Lender shall have received opinions of counsel to the Company, dated the effective date, which counsel shall be acceptable to the Administrative Lender, (i) to the effect that the Company has full power and authority to execute, deliver, and perform this Agreement and all other documents Loan Papers to be executed and instruments required delivered by it; (ii) to the Agent effect that all such Loan Papers constitute the legal, valid, and binding obligations of the Lenders Company, enforceable in accordance with their respective terms (subject as to effectuate enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, fraudulent conveyance, or similar Applicable Laws or principles of equity affecting the transactions contemplated hereby andenforcement of creditors' rights generally); and (iii) as to such other matters, subject and otherwise in form and substance, satisfactory to Section 4.3the Administrative Lender. (g) The Administrative Lender shall have received, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable satisfactory to it, (i) certificates from the Secretary of State and other appropriate officials of the state of organization certifying that the Company is a corporation duly organized, validly existing, and in good standing in said state as of the respective dates thereof, and (ii) certificates of appropriate authorities in Texas and Arizona, to the Agent effect that it is in good standing and the Lenders;duly qualified to transact business in such jurisdictions. (bh) The Borrowers Administrative Lender shall have delivered received, in form and substance satisfactory to it, certificates from the Agent certified copies Secretary of resolutions State and other appropriate officials of the states of organization of each Borrower’s board Domestic Subsidiary, certifying that such Domestic Subsidiary is a corporation duly organized, validly existing and in good standing in said state as of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;respective date thereof. (ci) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent Administrative Lender shall have received UCC and Lien searches and other evidence satisfactory the fees required pursuant to the Agent that there are no Liens upon the Collateral except Permitted Liens;Section 2.3(b) hereof. (fj) Each Lender shall have received its Note, duly executed by the Company, in the amount of such Lender's Commitment. (k) The Borrowers Administrative Lender shall have delivered received a copy Subsidiary Guaranty, duly executed by each Domestic Subsidiary of the BudgetCompany. (l) The Administrative Lender shall have received a Subsidiary Guaranty, duly executed by 3003300 Nova Scotia Company. (m) The Administrative Lender shall have received a Pledge Agreement, duly executed by the Company or any Domestic Subsidiary which has a direct Foreign Subsidiary, together with a certificate the pledged stock covered thereby and appropriate UCC-1 financing statements and undated blank stock powers related thereto. (n) The Administrative Lender shall have received an opinion of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and counsel from the best information then available state of organization of each Person executing a Subsidiary Guaranty or a Pledge Agreement, addressed to the BorrowersLenders, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;. (go) [Intentionally Omitted]; (h) All proceedings of the Company and its Subsidiaries taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to the Administrative Lender. The Agent and the Lenders Administrative Lender shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness copies of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such all documents or other documents as the Agent or any Lender evidence that it may reasonably request; (j) The representations and warranties set forth request in Section 5 of this Agreement shall be true and correct in all material respects (except that connection with 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingtransactions.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and sole satisfaction of the LendersLender: (a) The Borrowers This Agreement shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andrespective parties hereto (including, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreementwithout limitation, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies delivery of the Certificate of Incorporation Cash Burn Plan), and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation be in full force and similar certificates from all other jurisdictions in which it does business effect and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. (b) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Lenders;Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (c) The Lender shall have received payment from the Obligors of the Forbearance Fee. (d) The Lender shall have received satisfactory confirmation that proceeds of at least $12,000,000 from the XxXxxxx Note have been distributed to the Lender and applied to reduce the outstanding Obligations. (e) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign such documents. (f) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (g) [Intentionally Omitted]; (h) The Agent In accordance with the terms and conditions of Loan Agreement, the Lenders Obligors shall have received pay to Lender all costs and expenses of the fully executed Subordination Agreement Lender, including, without limitation, reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and such Subordination Agreement shall be automatically effective upon the effectiveness delivery of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other , all documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 related thereto and/or associated therewith in the text thereof) on and as aggregate amount of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing$106,583.40.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The obligations of the business day (Purchaser to pay the “Effective Date”) when each Purchase Price for the Transferred Assets sold on the Initial Conveyance Date shall be subject to the satisfaction of the following conditions precedent shall have been satisfied on or waived in a manner satisfactory prior to the Agent and the LendersClosing Date: (a) The Borrowers shall have delivered to the Agent an executed a copy of this Agreement and all other documents and instruments required duly executed by each of the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lendersparties hereto; (b) The Borrowers shall have delivered a certificate of a Responsible Officer of the Seller, dated the Closing Date, certifying (i) as to its Constituent Documents, (ii) that each of the representations and warranties made by such Person under the Facility Documents are true and correct as of the Closing Date (except to the Agent certified copies extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of resolutions such earlier date), (iii) that no Default or Event of Default has occurred and is continuing, and (iv) as to the incumbency and specimen signature of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, its Responsible Officers authorized to execute the borrowings hereunder and other transactions evidenced by the Loan DocumentsFacility Documents to which it is a party; (c) The Borrowers shall have delivered to a good standing certificate, dated as of a recent date for the Agent certified copies Seller, issued by the Secretary of State of the Certificate State of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each BorrowerDelaware; (d) The Borrowers shall have delivered proper financing statements describing the Transferred Assets, and naming the Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from Purchaser’s security interest in all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectTransferred Assets; (e) The Agent shall have received copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and Lien searches all jurisdictions as may be necessary to release all security interests and other evidence satisfactory to similar rights of any Person in the Agent that there are no Liens upon Transferred Assets previously granted by the Collateral except Permitted LiensSeller; (f) The Borrowers shall have delivered copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a copy of similar UCC search report certified by a party acceptable to the BudgetPurchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller as debtor, together with a certificate copies of the Chief Executive Officer or the Chief Financial Officer such financing statements (none of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;cover any Transferred Assets); and (g) [Intentionally Omitted]; (h) The Agent one or more favorable legal opinions of counsel to the Seller with respect to the perfection and enforceability of the Lenders shall have received the fully executed Subordination Agreement security interest hereunder and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents matters as the Agent Purchaser or any Lender assignee thereof may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender: i) This Agreement shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. ii) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Lenders;Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (g) [Intentionally Omitted]; (hiii) The Agent and the Lenders Lender shall have received payment from the fully executed Subordination Obligors of the Forbearance Amendment Fee. iv) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such Subordination Agreement shall be automatically effective upon resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the effectiveness title, name and signature of this Agreement;each Person authorized to sign such documents. (iv) The Borrowers Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (jvi) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall (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 billed as of April 30, 2020), plus prior open invoices for attorneys’ fees in the text thereof) on aggregate amount of $91,236.95 through and as of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunderincluding February 29, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing2020.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when each upon satisfaction of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to (the Agent and the Lenders:“Closing Date”): (a) The Borrowers Administrative Agent shall have delivered to received the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andfollowing, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Administrative Agent: (i) An executed counterpart of this Agreement signed on behalf of the Company, the Guarantors, the Administrative Agent and the Lenderseach Lender; (bii) The Borrowers shall have delivered To the extent requested pursuant to Section 2.11(a), a duly executed Note of the Agent certified copies of resolutions Company, for the account of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documentsrequesting Lender; (ciii) The Borrowers shall have delivered Certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name certain identified Loan Parties as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the Agent certified limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Bylaws, or Company and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other organizational documents, as applicable, each as amended through documents to be executed and delivered by the Effective Date, of each BorrowerCompany hereunder; (dv) The Borrowers shall have delivered A certificate from the relevant Secretary of State dated a date reasonably close to the Agent a certificate of date hereof as to the good standing for of and organizational documents filed by each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectLoan Party; (evi) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered A certificate of a copy duly authorized officer of the BudgetCompany, together with a certificate dated the Closing Date, certifying that as of such date, (A) the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 6.01 are 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 Effective Closing Date, (B) no Default or Event of Default as of the date thereof has occurred and is continuing and (C) from the Chief Financial Officer, the Solvency of the Company on a consolidated basis both before and after giving effect to the transactions occurring on such date; (kvii) The Protective Advance Notes shall be rolled-up hereunderAn opinion of Skadden, which aggregate outstanding amount shall be deemed repaid under Arps, Slate, Xxxxxxx & Xxxx LLP, in a form reasonably satisfactory to the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective DateAdministrative Agent; (lviii) The Borrowers shall have (i) paid all fees and expenses incurred by Opinions of the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant local counsel to this Agreement (including all Lender Expensesthe Borrower identified on Schedule 5.01(a)(viii), in each case which amounts shall be deducted or paid substantially concurrently from case, in a form reasonably satisfactory to the initial Protective Advance to be made on Administrative Agent; (ix) A Perfection Certificate, duly executed by each of the Effective DateLoan Parties; (x) The Security Agreement, duly executed by each of the Loan Parties; (xi) The Pledge Agreement, duly executed by each Specified Pledgor; and (mxii) No Event Subject to Section 7.11(b), delivery of Default all documents, instruments and certificates and evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to create and perfect Liens on the Collateral has been taken. (b) The Company shall have occurred paid all reasonable accrued fees and be continuing.expenses of the Original Arrangers, the Administrative Agent and the Lenders which are due and payable on the Closing Date to the extent invoiced (including fees set forth in the Fee Letter and the reasonable and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Original Arrangers and the Administrative Agent);

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) Date at such time when each all of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersare satisfied: (a) The Borrowers shall have delivered to All action on the Agent an executed copy part of each Borrower and each other party necessary for the valid execution, delivery and performance by each Borrower of this Agreement and all other documents documentation, instruments, and instruments required by the Agent agreements to be executed in connection herewith shall have been duly and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create effectively taken and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable evidence thereof reasonably satisfactory to the Agent and shall have been provided to the Lenders;Agent. (b) The Borrowers STAG Investments Holdings III, LLC shall have delivered executed a Consent to the Agent certified copies of resolutions of each Borrower’s board of directors this Agreement (signature page following Lender and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Borrowers’ signature pages hereto). (c) The Borrowers With respect to the Senior Loan, Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx shall have delivered executed a $5,000,000.00 Guaranty in form acceptable to the Agent certified copies Lender effective as of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower;such Guaranty to be released when the conditions set forth therein are satisfied. (d) The Borrowers With respect to the Bridge Loan, Xxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx shall have delivered executed an Amended and Restated Guaranty in form acceptable to the Agent a certificate Lender effective as of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;Effective Date. (e) The Agent shall have received UCC such executed resolutions, secretary’s certificates and Lien searches certificates of legal existence as the Agent may reasonably specify all in form and other evidence substance reasonably satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens;and its counsel. (f) The Borrowers Agent shall have delivered received a copy written legal opinion of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis Borrowers’ and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory Guarantors’ counsel addressed to the Agent and the Lenders;Lender, covering such matters relating to the Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to paid an arrangement fee in respect of the Agent and Bridge Loan maturity date extension in the Lenders such other documents as the Agent or any Lender may reasonably request;amount of $104,747.00. (jh) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all All fees and expenses incurred by the Agent, Agent in connection with the preparation and negotiation of this Agreement and related documents (including all legal the reasonable fees and (iiexpenses of counsel to the Agent) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), shall have been paid in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andfull. (mi) No Event of Default shall have occurred and be continuing. (j) The Borrowers shall have executed and delivered to the Agent such additional documents, instruments, and agreements as the Agent may reasonably request.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Administrative Agent: a. This Joinder shall have been satisfied or waived duly executed and delivered by the respective parties hereto, and shall be in a manner full force and effect. b. All action on the part of the New [Borrower/Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower/Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent and the Lenders: (a) The Borrowers shall have delivered been provided to the Agent an executed copy of this Agreement Administrative Agent. c. The New [Borrower/Guarantor] (and all each other documents and instruments required Loan Party, to the extent requested by the Agent and Administrative Agent) shall each have delivered the Lenders following to effectuate the transactions contemplated hereby andAdministrative Agent, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Agent Administrative Agent: i. Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the Lenders; (b) The Borrowers shall have delivered other Loan Documents, and attesting to the Agent certified true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of resolutions all Organization Documents. iii. Execution and delivery by the New [Borrower/Guarantor] of each Borrower’s board of directors and sole memberthe following Loan Documents: a) [Joinders to the Notes, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents]; (cb) The Borrowers shall have delivered [Joinder to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documentsSecurity Documents, as applicable, each as amended through the Effective Date, of each Borrower]; (c) [Joinder to the Facility Guaranty, as applicable]; d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;[Blocked Account Agreement with ]; and (e) The Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require. d. Upon the request of the Administrative Agent in its sole discretion, the Administrative Agent shall have received UCC and Lien searches and other evidence satisfactory a written legal opinion of the New [Borrower’s/Guarantor’s] counsel, addressed to the Agent that there are no Liens upon Administrative Agent, the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;other Credit Parties, covering such matters relating to the New [Borrower/Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (g) [Intentionally Omitted]; (h) e. The Collateral Agent and the Lenders shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the fully executed Subordination Agreement Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such Subordination Agreement documents and instruments shall be automatically effective upon have been so filed, registered or recorded to the effectiveness satisfaction of the Administrative Agent. f. All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Agreement; Joinder and related documents (iincluding the reasonable fees and expenses of counsel to the Agents) The Borrowers shall have been paid in full by the New [Borrower/Guarantor]. g. The Loan Parties shall have executed and delivered to the Agent Agents such additional documents, instruments, and the Lenders such other documents agreements as the Administrative Agent or any Lender the Collateral Agent may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become be effective as upon the satisfaction of the business day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to that the Agent and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent Purchaser shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the BudgetClosing Date, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Purchaser, all of the following: (a) a copy of this Agreement duly executed by each of the parties hereto; (b) a certificate of the Secretary or Assistant Secretary of the Seller, dated the Closing Date, certifying (i) the names and true signatures of the incumbent officers of the Seller authorized to sign on behalf of the Seller this Agreement, the Loan Assignments and all other documents to be executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(b)), (ii) that the copy of the Seller’s articles of incorporation attached to such certificate is a complete and correct copy and that such articles of incorporation have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of the Seller’s bylaws attached to such certificate is a complete and correct copy, and that such bylaws have not been amended, modified or supplemented and are in full force and effect, and (iv) that the copy of the resolutions of the Seller’s board of directors attached to such certificate, approving and authorizing the execution, delivery and performance by the Seller of this Agreement, the Loan Assignments and all other documents to be executed by the Seller hereunder or in connection herewith, is a complete and correct copy and such resolutions have not been amended, modified or supplemented and are in full force and effect; (c) a good standing certificate, dated as of a recent date for the Seller, issued by the Secretary of State of the Seller’s State of incorporation; (d) filed (with the Secretary of State of the State of Maryland), original copies of proper UCC financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the LendersCollateral Agent, for the benefit of the Secured Parties, as “Secured Party/Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio; (e) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; (f) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective UCC financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such UCC financing statements (none of which shall cover any Sale Portfolio); (g) [Intentionally Omitted]all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Administrative Agent, and the Purchaser and the Administrative Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Administrative Agent may have reasonably requested; (h) The Agent any necessary third party consents and approvals to the Lenders shall have received closing of the fully executed Subordination Agreement transactions contemplated hereby, in form and such Subordination Agreement shall be automatically effective upon substance satisfactory to the effectiveness of this AgreementPurchaser; (i) The Borrowers all fees then required to be paid in accordance with the provisions of the Transaction Documents shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made been paid on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Closing Date; and (mj) No Event one or more favorable Opinions of Default shall have occurred Counsel from counsel to the Seller with respect to the perfection and be continuingenforceability of the security interest hereunder and such other matters as the Purchaser or any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The effectiveness of this Agreement, in addition to the business day (conditions set forth in Section 3.2 hereof, subject to the “Effective Date”) when fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditions precedent shall have been satisfied on or waived in a manner satisfactory to before the Agent and the LendersClosing Date: (a) The Borrowers Borrower shall have executed and delivered to Lender the Agent an executed copy of Disclosure Statement required under this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in Agreement. The form and substance acceptable content of the Disclosure Statement shall be satisfactory to the Agent and the LendersLender; (b) The Borrowers Lender shall have delivered to received the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Reaffirmation Agreement, the borrowings hereunder duly executed and other transactions evidenced delivered by the Loan Documentseach party thereto; (c) The Borrowers Lender shall have received the Amendment Number One to Stock Pledge Agreement, duly executed and delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, by each as amended through the Effective Date, of each Borrowerparty thereto; (d) The Borrowers Lender shall have received the Amendment Number Two to Revolving Note and Cash Subordination Agreement & Revolving Note, in form and substance reasonably satisfactory to Lender, executed and delivered by all parties thereto and in full force and effect, together with evidence, satisfactory to Lender, that FINRA approval has been obtained with respect to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where amendments to the failure to be qualified would have a Material Adverse EffectBroker/Dealer Credit Facility as set forth therein; (e) The Agent Lender shall have received UCC written opinions, dated the date of this Agreement, of counsel to Borrower in form and Lien searches and other evidence substance reasonably satisfactory to the Agent that there are no Liens upon the Collateral except Permitted LiensLender and its counsel; (f) The Borrowers Lender shall have delivered received a certificate of status with respect to Borrower dated within 10 days of the date of this Agreement, such certificate to be issued by the Secretary of State of Delaware, which certificate shall indicate that Borrower is in good standing in such State; (g) Lender shall have received a certificate of status with respect to Harvest dated within 10 days of the date of this Agreement, such certificate to be issued by the Secretary of State of Delaware, which certificate shall indicate Harvest is in good standing in such State; (h) Lender shall have received a certificate of status with respect to JMP Securities dated within 10 days of the date of this Agreement, such certificate to be issued by the Secretary of State of Delaware, which certificate shall indicate JMP Securities is in good standing in such State; (i) Lender shall have received a copy of the BudgetGoverning Documents of Borrower, Harvest and JMP Securities, certified by the Secretary of Borrower; (j) Lender shall have received a signature and incumbency certificate of the Responsible Officers of Borrower executing this Agreement, the Reaffirmation Agreement, Amendment Number One to Stock Pledge Agreement and the other Loan Documents to which Borrower is a party, certified by a Secretary of Borrower; (k) Lender shall have received a signature and incumbency certificate of the Responsible Officers of Harvest executing the Reaffirmation Agreement, the Amendment Number One to Stock Pledge Agreement, and the other Loan Documents to which Harvest is a party, certified by a Secretary of Harvest; (l) Lender shall have received a signature and incumbency certificate of the Responsible Officers of JMP Securities executing the Amendment Number Two to Revolving Note and Cash Subordination Agreement & Revolving Note, and the other Loan Documents to which JMP Securities is a party, certified by a Secretary of JMP Securities; (m) Lender shall have received full payment of the Closing Fee; (n) Lender shall have received form FR U-1, with Part I fully completed and executed by Borrower, together with the information necessary in order for Lender to complete the disclosures required in Part II and Part III of such form; (o) Lender shall have received a certificate executed by a Responsible Officer of Borrower to the effect that Borrower and each of its Subsidiaries has each obtained all orders, consents, approvals, and other authorizations and having made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on Borrower or any of its Subsidiaries; (p) Lender shall have received a copy of the Chief Executive Officer or the Chief Financial Officer resolutions of Borrower, Harvest and JMP Securities certified as of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed Closing Date by an Responsible Officer thereof, authorizing (A) the transactions contemplated by the Borrowers Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith; (q) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could have, in the reasonable at opinion of Lender: (i) a material adverse effect on Borrower’s or any Guarantor’s ability to repay the time made Loans or (ii) a Material Adverse Effect on Borrower or any Guarantor; and (r) all other documents and from legal matters in connection with the best information then available to the Borrowers, which Budget transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to the Agent Lender and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingits counsel.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of on the business day (the “Effective Date”) when date on which each of the following conditions precedent shall have been is satisfied or duly waived in a manner satisfactory to by the Agent and the LendersRequired Noteholders: (a) The Borrowers Noteholders or their counsel shall have received counterparts of each of the Transaction Documents originally executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent Company and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens each of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries. (b) The Borrowers Noteholders or their counsel shall have delivered received (i) the Fundamental Documents of each Entity, certified as of a recent date by an appropriate governmental official, each dated the Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Person executing the Transaction Documents on behalf of the Entities; (iii) resolutions of the Board of Directors or similar governing body of each Entity approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable governmental authority of each Entity’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Agent certified copies of resolutions of each Borrower’s board of directors Effective Date; and sole member, (v) such other organizational and similar documents as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Noteholders may reasonably request. (c) The Borrowers Each Entity shall have delivered obtained all governmental authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions to be effectuated by the Agent certified copies Transaction Documents, and each of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget foregoing shall be in full force and effect and in form and substance satisfactory to the Agent Noteholders. (d) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders of the compliance by the Entities with the Guarantee and Amended and Restated Security Agreement (including, without limitation, their obligations to authorize, execute (if applicable) and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein). (e) The Noteholders or their counsel shall have received a certificate from the Company’s insurance broker substantially in the form of Schedule 7.1(e) or other evidence satisfactory to them that all insurance required to be maintained pursuant to Section 8.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Noteholders, as additional insured and loss payee thereunder to the extent required under Section 8.5. (f) The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the Existing Credit Agreement has been repaid and discharged and the Lenders;credit line provided thereby has been canceled, and that all Liens securing the Existing Credit Agreement have been released, including the filing of appropriate UCC-3 termination statements or other termination documents as applicable; provided that, to the extent necessary, any such UCC-3 termination statements or other termination documents may be filed promptly after the Closing and in any event within thirty (30) days after the Closing. (g) [Intentionally Omitted];The Noteholders or their counsel shall have received evidence satisfactory to the Noteholders that the exceptions to good standing that are set forth on Schedule 1 to Exhibit E hereto have all been resolved; provided that, to the extent necessary, any such resolution and the appropriate evidence of such resolution may be provided to the Noteholders promptly after the Closing and in any event within thirty (30) days after the Closing. (h) The Agent and the Lenders Subordinated Notes shall have received been amended to include subordination provisions either substantially in the fully executed Subordination Agreement form of Error! Reference source not found. or as otherwise agreed to by the Noteholders, and such Subordination Agreement shall be automatically effective upon otherwise satisfactory to the effectiveness of this Agreement;Noteholders. (i) The Borrowers Company shall have delivered to paid the Agent fees and expenses specified in Section 2.8(a) for the Lenders such other documents as Noteholders in connection with the Agent or any Lender may reasonably request;transactions contemplated by this Agreement. (j) The representations and warranties set forth in Section 5 Each Noteholder or their counsel shall have received an opinion of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable Gxxxxxx Sxxxxx LLP, special counsel to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of Company, dated the Effective Date; (k) The Protective Advance Notes , addressed to each Noteholder, substantially in the form of Exhibit E hereto and addressing such additional matters as the Noteholders shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingreasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The obligations of the business day (Lender to execute and deliver this Agreement and proceed to the “Effective Date”) when Closing Date are subject to the fulfillment of the following conditions precedent. The Lender shall have received on or before the Closing Date each of the following conditions precedent shall have been satisfied or waived documents and instruments, each dated such date, in a manner form and substance satisfactory to the Agent Lender and the Lendersits counsel: (a) The Borrowers shall have Note, executed and delivered to on behalf of Borrower by each of the Agent an executed copy general partners of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;Borrower. (b) The Borrowers shall have delivered to a certificate of the Agent certified Secretary of COPT or other appropriate authorized Persons, dated as of the Closing Date, certifying (i) that attached thereto are true and complete copies of the resolutions of each Borrower’s board the Board of directors Directors or authorized persons of COPT, the general partner of Borrower authorizing the execution, delivery and sole member, as applicable, evidencing approval performance by the Borrower of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan DocumentsBorrower and the execution, delivery and performance by the Borrower of the Note and such of the Related Documents to which it is a party, (ii) that said resolutions are all the resolutions adopted by the Board of Directors or authorized persons of the Borrower in connection with the transactions contemplated thereby and are in full force and effect without modification as of such date, and (iii) as to the incumbency and signatures of each of its trust managers or other appropriate authorized Persons executing this Agreement, the Note and such of the Related Documents to which it is a party; (ci) The Borrowers copies of the applicable charter documents of the Borrower, certified as of a recent date by the Secretary of State of the State of its formation and organization; (ii) certificates of said Secretary of State as to the due organization, existence and good standing of the Borrower, as of a recent date; (iii) certificates of good standing of the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and (iv) a certificate of the Secretary, trust manager or other appropriate authorized Person of the Borrower dated the Closing Date, certifying (A) that attached thereto are true, correct and complete copies of the applicable charter documents as is in effect on the date of such certification, and (B) that such charter documents have not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above; (i) copies of the applicable charter documents of COPT, certified as of a recent date by the Secretary, trust manager or other appropriate authorized Person of COPT; (ii) certificates of good standing of the Secretary of State of each jurisdiction in which COPT is qualified to do business; and (iii) a certificate of the Secretary, trust manager or other appropriate authorized Person of COPT dated the Closing Date, certifying (A) that attached thereto are true, correct and complete copies of the applicable charter documents as is in effect on the date of such certification, and (B) that such charter documents have not been amended since the date of the last amendment thereto indicated in the certificate of the Secretary of State furnished pursuant to clause (i) above; (e) the applicable Related Documents are duly executed by all the parties thereto (other than the Lender); (f) the Borrower shall have delivered to the Agent certified copies Lender at least ten (10) Business Days prior to the Closing Date all appropriate Uniform Commercial Code, tax lien, judgment and bankruptcy searches, dated as of a date that is within a recent date of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Closing Date, of each Borrower; (dg) The Borrowers evidence that all actions necessary or, in the opinion of the Lender and its counsel, desirable, to create and perfect the security interests and other Liens granted under the Loan Documents, have been duly taken, that there are no security interests as senior to the security interests granted in favor of the Lender with respect to any of the Acquisition Properties and/or Collateral Properties, and the security interests granted to Lender at the time of the creation or perfection of any such security interest or Lien has not been reduced or diminished in any manner; (h) an opinion of Xxxx Xxxxxx Xxxxxx, Esq.,counsel to the Borrower, substantially in the form of EXHIBIT M hereto; (i) such resolutions, consents, approvals or acknowledgments with respect to such of the transactions hereunder as may be necessary or as the Lender or its counsel may deem appropriate; (j) the Borrower shall have delivered to the Agent Lender at least fifteen (15) Business Days prior to the Closing Date the financial statements set forth in Section 3.12 hereof; (k) a certificate showing that, at the time of the Closing Date and after giving effect to the initial funding hereunder and the consummation of all other transactions contemplated by this Agreement and the Loan Documents, (i) the representations and warranties contained in this Agreement and in the other Related Documents shall be true and correct on and as of such date and no representation made or information supplied to the Lender shall have proven to be inaccurate or misleading in any material respect; and (ii) no Event of Default or Default shall have occurred; and the Lender shall have received a certificate of good standing for each the Borrower from signed on its behalf by its president or chief financial officer that (A) no Material Adverse Change has occurred since September 30, 1999; (B) no material litigation or administrative proceeding of or before any court or governmental body or agency is pending or threatened against the Borrower or any of its properties except as set forth on Schedule 4.01 hereto; and (C) the Borrower is in compliance with all pertinent federal, state of incorporation and similar certificates from local laws, rules and regulations, including, without limitation, those with respect to ERISA, OSHA and all other jurisdictions in which it does business and Environmental Laws, except where the failure to be qualified violation of which would not have a Material Adverse Effect; (el) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy that, as of the BudgetClosing Date, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget Borrower has been prepared paid all past and current premiums due and payable on a reasonable basis its existing insurance policies, and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have has delivered to the Agent and Lender at least ten (10) Business Days prior to the Lenders such other documents as Closing Date all loss payee/additional insured endorsements, duly executed, required under Section 5.02 hereof or the Agent Collateral Documents to be delivered on or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 before the text thereof) on and as of the Effective Closing Date; (km) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid payment in full of all amounts then due and payable under the 2014 Second Lien Purchase Agreement and deemed part terms of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have this Agreement, including, without limitation, (i) paid all of the fees and expenses incurred by payable to the AgentLender pursuant to this Agreement, including all legal fees and (ii) reimbursed each Lender for such all of the Lender’s current 's out-of-pocket expenses reimbursable pursuant (including, without limitation, the reasonable fees and disbursements of the Lender's counsel, subject to this Agreement (including all Lender Expensesthe overall limitations contained in Section 9.04(a) hereof), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (mn) No Event of Default such other and further documents as the Lender and its counsel may have reasonably requested and all legal matters incident to this Agreement, the transactions contemplated hereby and the Loans shall have occurred be reasonably satisfactory to the Lender and be continuingits counsel.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and sole satisfaction of the LendersLender: (a) The Borrowers This Amendment shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (gb) [Intentionally Omitted]; (h) The Agent and All action on the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance Obligors necessary for the valid execution, delivery and performance by the Obligors of this Amendment and all other documentation, instruments, and agreements to be made on executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Effective Date;Lender shall have been provided to the Lender. (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (mc) No Event of Default shall have occurred and be continuing. (d) The Obligors shall have paid to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and delivery of this Amendment. (e) The Lender shall have received true and correct, fully executed copies of the following documents relating to the Recapitalization: (i) Written Consent of the Sole Stockholder of Relume Technologies, Inc.; (ii) Written Consent of the Board of Directors of Relume Technologies, Inc.; (iii) Written Consent of the Sole Stockholder of Seesmart, Inc.; (iv) Written Consent of the Board of Directors of Seesmart, Inc.; (v) Fourth Amended and Restated Certificate of Incorporation of Relume Technologies, Inc. (as file-stamped and certified by the Secretary of State of the State of Delaware); and (vi) Second Amended and Restated Certificate of Incorporation of Seesmart, Inc. (as file-stamped and certified by the Secretary of State of the State of Delaware). (f) The Lender shall have received the original stock certificates of Relume and Seesmart, respectively, reflecting the Recapitalization, which original stock certificates shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender. (g) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: a. This Joinder shall have been duly executed and delivered by the respective parties hereto. b. All action on the part of the New Guarantor and the other Obligors necessary for the valid execution, delivery and performance by the New Guarantor of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. c. The New Guarantor shall each have delivered the following to the Agent, in form and substance reasonably satisfactory to the Agent: i. Certificate of legal existence and good standing of the New Guarantor issued by the Secretary of the Commonwealth of the Commonwealth of its incorporation or organization. ii. A certificate of an authorized officer of the New Guarantor in respect of the due adoption and continued effectiveness of each corporate resolution adopted in connection with the assumption by the New Guarantor of obligations under the Loan Agreement and the other Loan Documents, setting forth the text of each such resolution, and attesting to the true signatures of each Person authorized as a signatory of the New Guarantor to any of the Loan Documents, together with true and accurate copies of all Charter Documents of the New Guarantor. iii. Perfection Certificate of the New Guarantor in the form delivered by the Obligors on the Closing Date. iv. Execution and delivery by the New Guarantor of such other documents, agreements and certificates as the Agent may reasonably require in accordance with the Loan Documents. d. The Agent shall have received a written legal opinion of the Obligors’ counsel addressed to the Agent and the other Lenders, covering such matters relating to the New Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request, it being understood that such opinion shall be substantively similar to the opinion of Obligors’ counsel delivered on the Closing Date pursuant to Section 6.1(g) of the Loan Agreement. e. The Agent shall have received all documents and instruments, (including UCC financing statements, agreements providing for Agent’s control over Deposit Accounts and Credit Card Notifications), required by law or reasonably requested by the Agent in accordance with the Loan Documents to create or perfect the first priority Lien (subject only to Permitted Liens having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Agent. f. All reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable and documented fees and out-of-pocket expenses of one legal counsel to the Agent) shall have been paid in full by the Borrowers. g. The Agent shall have received copies of policies of insurance, be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the New Guarantor and have received certificates of insurance with endorsements naming the Agent, for the benefit of the Secured Parties, as loss payee or waived additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in a manner form and substance reasonably satisfactory to the Agent and each of the Lenders:. (a) h. The Borrowers Obligors shall have executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational such additional documents, as applicableinstruments, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents agreements as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when each upon satisfaction of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to (the Agent and the Lenders:“Closing Date”): (a) The Borrowers Administrative Agent shall have delivered to received the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andfollowing, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Administrative Agent: (i) An executed counterpart of this Agreement signed on behalf of the Company, the Guarantors, the Administrative Agent and the Lenderseach Lender; (bii) The Borrowers shall have delivered To the extent requested pursuant to Section 2.11(a), a duly executed Note of the Agent certified copies of resolutions Company, for the account of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documentsrequesting Lender; (ciii) The Borrowers shall have delivered Certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name certain identified Loan Parties as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the Agent certified limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Bylaws, or Company and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other organizational documents, as applicable, each as amended through documents to be executed and delivered by the Effective Date, of each BorrowerCompany hereunder; (dv) The Borrowers shall have delivered A certificate from the relevant Secretary of State dated a date reasonably close to the Agent a certificate of date hereof as to the good standing for of and organizational documents filed by each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectLoan Party; (evi) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered A certificate of a copy duly authorized officer of the BudgetCompany, together with a certificate dated the Closing Date, certifying that as of such date, (A) the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 6.01 are 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 Effective Closing Date, (B) no Default or Event of Default as of the date thereof has occurred and is continuing and (C) from the Chief Financial Officer, the Solvency of the Company on a consolidated basis both before and after giving effect to the transactions occurring on such date; (kvii) The Protective Advance Notes shall be rolled-up hereunderAn opinion of Skadden, which aggregate outstanding amount shall be deemed repaid under Arps, Slate, Xxxxxxx & Xxxx LLP, in a form reasonably satisfactory to the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective DateAdministrative Agent; (lviii) The Borrowers shall have (i) paid all fees and expenses incurred by Opinions of the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant local counsel to this Agreement (including all Lender Expensesthe Borrower identified on Schedule 5.01(a)(viii), in each case which amounts shall be deducted or paid substantially concurrently from case, in a form reasonably satisfactory to the initial Protective Advance to be made on Administrative Agent; (ix) A Perfection Certificate, duly executed by each of the Effective DateLoan Parties; (x) The Security Agreement, duly executed by each of the Loan Parties; (xi) The Pledge Agreement, duly executed by each Specified Pledgor; and (mxii) No Event Subject to Section 7.11(b), delivery of Default all documents, instruments and certificates and evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to create and perfect Liens on the Collateral has been taken. (b) The Company shall have occurred paid all reasonable accrued fees and be continuing.expenses of the Arrangers, the Administrative Agent and the Lenders which are due and payable on the Closing Date to the extent invoiced (including fees set forth in the Fee Letter and the reasonable and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Arrangers and the Administrative Agent);

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $200,000,000 Five-Year Credit Agreement dated as of May 9, 2014 by and among PWCC as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that that certain $200,000,000 Five-Year Credit Agreement, dated as of May 13, 2016, by and among PWCC, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent, shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The obligations of the business day (Lenders to make Loans, and the “Effective Date”) when obligation of the Issuing Bank to issue any Letter of Credit, are subject to the fulfillment of each of the following conditions precedent shall have been satisfied on or waived in a manner satisfactory to the Agent and the Lendersbefore September 10, 2020: (a) The Borrowers Administrative Agent shall have delivered to received each of the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andfollowing, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable satisfactory to the Agent Lender Group: (i) This Agreement duly executed by the Borrower, the Lenders, and the LendersAdministrative Agent; (bii) The Borrowers shall have delivered Any Revolving Loan Notes requested by any Lender duly executed by the Borrower; (iii) Customary legal opinions of Xxxxxx Bond Xxxxxxxxx (US) LLP, counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole memberCredit Parties, as applicablewell as any local counsel to the Credit Parties (if reasonably requested by the Administrative Agent), evidencing approval of this Agreementaddressed to the Lender Group, covering the borrowings hereunder and other transactions evidenced contemplated by the Loan Documents; (civ) The Borrowers shall have delivered If Loans are to be made on the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Closing Date, of each Borrowera duly executed Request for Loan with disbursement instructions attached thereto; (dv) The Borrowers shall have delivered to the Agent A certificate signed by an Authorized Signatory of each Credit Party, including a certificate of good standing for incumbency with respect to each Borrower from its state Authorized Signatory of incorporation and similar certificates from all other jurisdictions in such Person, together with appropriate attachments which it does business and where shall include the failure to be qualified would have a Material Adverse Effect; following: (eA) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Chief Executive Officer Secretary of State (or relevant equivalent office) of the Chief State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents, and with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided that if a document referenced in clause (A) or (B) was delivered in connection with the Prior Credit Agreement or not required to be delivered in connection with the Prior Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect; (vi) An officer’s certificate executed by a Financial Officer of the Company stating Borrower certifying (A) the solvency of the Credit Parties, taken as a whole, as of the Closing Date, (B) that such Budget has been prepared on a reasonable basis as of the Closing Date, both before and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon after the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent Agreement and the Lenders such other documents as Loan Documents (x) all of the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of the Credit Parties under this Agreement shall be and the other Loan Documents are true and correct in all material respects (except provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such materiality qualifier representation or warranty is true and correct in all respects and if any such representation or warranty expressly relates to a prior date, such representation or warranty shall not be applicable to any representations so true and warranties that already are qualified or modified by materiality in the text thereof) correct on and as of such prior date) and (y) no Default or an Event of Default is in existence, (C) that there has been no materially adverse change to the Effective financial information previously delivered to the Administrative Agent under Section 4.1(d) below, (D) that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2019, which change has had or would be reasonably expected to have a Materially Adverse Effect, and (E) that (x) all material Necessary Authorizations are in full force and effect, are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or the Loan Documents and (y) attached thereto are true, correct, and complete copies of all such material Necessary Authorizations, if any; (vii) Payment of all fees payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, and payment of fees and expenses of counsel to the Administrative Agent; (viii) [Reserved]; (ix) Mutually acceptable payoff letter duly executed by the parties thereto evidencing the repayment of the indebtedness under the Prior Credit Agreement and Prior Loan Documents and each parties’ obligations under the Prior Credit Agreement and Prior Loan Documents shall terminate on the Closing Date; (kx) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid Mutually acceptable payoff letter duly executed by the parties thereto evidencing the repayment of the indebtedness under the 2014 Second Lien Purchase 364-Day Credit Agreement and deemed part of 364-Day Loan Documents and each parties’ obligations under the initial Protective Advance to be made 364-Day Credit Agreement and 364-Day Loan Documents shall terminate on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Closing Date; and (mxi) No Event All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lead Arrangers and the Administrative Agent shall have completed their financial, regulatory, and legal due diligence of Default the Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to the Administrative Agent. (c) The Lead Arrangers and the Administrative Agent shall be satisfied that no change in the business, financial condition, results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Subsidiaries (taken as a whole) shall have occurred since December 31, 2019, which change has had or would be reasonably expected to have a Materially Adverse Effect. (d) The Lead Arrangers shall have received and be continuingsatisfied with (i) the financial statements (including balance sheets, statements of income, and statements of cash flows) described in Section 5.1(i) and (ii) the Borrower’s 2020 financial performance and condition estimate. (e) The Administrative Agent shall have received a Compliance Certificate calculated as of the last day of the fiscal quarter ended June 30, 2020, demonstrating that the Borrower is in compliance with the Financial Covenant; (f) The Administrative Agent shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, no later than five (5) Business Days prior to the Closing Date; and (g) The Administrative Agent shall have received from the Lenders all tax forms and certificates required by Section 2.9.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Lender shall be satisfied, in its reasonable discretion, with Company's and each Subsidiary's financial condition, Properties, business, affairs or prospects as of the effective date. (b) Borrowers shall have executed and delivered to the Agent an executed copy Lender all of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andBorrowers' Loan Papers, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable satisfactory to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Lender. (c) The Borrowers Dealers shall have delivered such financing statements and lien filings as Lender shall request to record and perfect the Agent certified copies of Liens granted to Lender under the Certificate of Incorporation Loan Papers. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that its Liens on the BylawsConsolidated Collateral are first priority Liens, or subject only to other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower;Liens acceptable to Lender in its sole discretion. (d) The Borrowers Lender shall have delivered to the Agent received a certificate of good standing for each Borrower from its state a duly authorized officer of incorporation Company, certifying that (i) no Default or Event of Default exists to the best of the knowledge of the officer executing the certificate, (ii) the representations and similar certificates from warranties set forth in Article V hereof are true and correct in all other jurisdictions in which it does business material respects, and where the failure (iii) Borrowers have complied with all agreements and conditions to be qualified would have a Material Adverse Effect;complied with by it under the Loan Papers by such date. (e) The Agent Lender shall have received UCC a certificate of the secretary of each of Borrowers, certifying (i) that attached copies of its articles of incorporation, bylaws or other organizational documents are true and Lien searches complete, and other evidence satisfactory in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the Agent that there are no Liens upon incumbency, name and signature of each officer or representative authorized to sign the Collateral except Permitted Liens;Loan Papers on behalf of the entity. Lender may conclusively rely on this certificate until it is otherwise notified by Borrowers in writing. (f) The Borrowers Lender shall have delivered a copy received an opinion of counsel to Borrowers (i) that Borrowers have full power and authority to execute and deliver the BudgetLoan Papers; (ii) that the Loan Papers constitute the legal, together with a certificate valid and binding respective obligations of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget enforceable in accordance with their terms; and (iii) as to such other matters, and otherwise in form and substance, satisfactory to Lender. (g) Lender shall have received evidence of insurance as required under Sections 4.03 and 6.09 hereof. (h) Lender shall have received copies of all appraisals and environmental assessments that have been performed with respect to Company's and its Subsidiaries' real estate, and such appraisals and environmental assessments shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;Lender. (i) The Borrowers Lender shall have delivered received evidence satisfactory to the Agent it that Borrowers are duly organized, validly existing and the Lenders such in good standing in their respective jurisdiction of organization, and are duly qualified and in good standing in all other documents as the Agent or any Lender may reasonably request;appropriate jurisdictions. (j) The representations All proceedings of Borrowers taken in connection with the transactions contemplated hereby, and warranties set forth in Section 5 of this Agreement all documents incidental thereto, shall be true satisfactory in form and correct in all material respects (except that such materiality qualifier shall not be applicable substance to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers Lender. Lender shall have (i) paid received copies of all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for documents or other evidence that it may reasonably request in connection with such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingtransactions.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers Lender shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateralbe satisfied, in all cases in form and substance acceptable to its reasonable discretion, with Company's financial condition, Properties, business, affairs or prospects as of the Agent and the Lenders;effective date. (b) The Borrowers Company shall have executed and delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole memberLender all Loan Papers, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (gc) [Intentionally Omitted]; (h) The Agent Company shall have delivered such financing statements and lien filings as Lender shall request to record and perfect the Lenders Liens granted to Lender hereunder. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that its Liens on the fully executed Subordination Agreement Collateral are first priority Liens, subject only to Permitted Liens. (d) Lender shall have received a Collateral Certificate in the form of Exhibit A hereto, in form and such Subordination Agreement detail satisfactory to Lender and showing a Collateral Base in excess of the initial requested Advance. (e) Lender shall be automatically effective upon the effectiveness have received a certificate of this Agreement; a duly authorized officer of Company, certifying that (i) The Borrowers shall have delivered to no Default or Event of Default exists, (ii) the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement shall be Article V hereof are true and correct correct, and (iii) Company has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (f) Lender shall have received a certificate of a duly authorized officer of Company, certifying (i) that attached copies of Company's articles of incorporation and bylaws are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name and signature of each officer authorized to sign the Loan Papers on behalf of Company. Lender may conclusively rely on this certificate until it is otherwise notified by Company in writing. (g) Lender shall have received an opinion of counsel to Company (i) that Company has full power and authority to execute and deliver its Loan Papers; (ii) that the Loan Papers constitute the legal, valid and binding obligations of Company, enforceable in accordance with their term; and (iii) as to such other matters, and otherwise in form and substance, satisfactory to Lender, (h) Lender shall have received evidence satisfactory to it that Company is duly organized, validly existing and in good standing in its state of organization, and is duly qualified and in good standing in all material respects other appropriate jurisdictions. (except i) Lender shall have received a pay off letter from IBMCC in form and substance satisfactory to Lender, together with appropriate Uniform Commercial Code termination statements and other Lien releases as Lender shall request (to be held in escrow by or on behalf of Lender until Company's Debt to IBMCC is refinanced as described in Section 2.02 hereof). (j) Lender shall have received evidence that such materiality qualifier shall not be applicable all conditions precedent to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as effectiveness of the Effective Date;NationsBank Loan and Security Agreement have been satisfied. (k) The Protective Advance Notes All proceedings of Company taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement satisfactory in form and deemed part of the initial Protective Advance substance to be made on the Effective Date; (l) The Borrowers Lender. Lender shall have (i) paid received copies of all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for documents or other evidence that it may reasonably request in connection with such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingtransactions.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;: (i) The Borrowers shall have delivered to Receipt by the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of executed counterparts of this Agreement shall properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower 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) on and as of the Effective Date;. (kiv) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part bylaws of the initial Protective Advance Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be made on true and correct as of the Effective Date;. (lv) The Borrowers shall have Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of Xxxxx & Xxxxxx L.L.P., counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) paid all fees principal, interest and expenses incurred by other amounts outstanding under the AgentBorrower’s existing Amended and Restated Five-Year Credit Agreement dated as of December 9, including all legal fees 2005 (the “Existing Senior Credit Agreement”) shall be repaid and satisfied in full, (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant all commitments to this extend credit under the Existing Senior Credit Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from terminated and (iii) any letters of credit outstanding under the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default Existing Senior Credit Agreement shall have occurred been terminated, canceled or replaced; and be continuingthe Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Senior Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and sole satisfaction of the LendersLender: (a) The Borrowers This Agreement shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (gb) [Intentionally Omitted];All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (hc) The Agent and the Lenders Lender shall have received payment from the fully executed Subordination Agreement Obligors of the Forbearance Fee. (d) The Lender shall have received an Omnibus Officer’s and such Subordination Agreement shall be automatically effective upon Member’s Certificate of duly authorized officers and members, as applicable, of each of the effectiveness of this Agreement; Obligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign such documents. (e) The Borrowers Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (jf) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall be true and correct in Agreement, 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 documents related thereto and/or associated therewith in the text thereof) on and aggregate amount of $67,794.59 (as of the Second Forbearance Amendment and Sixteenth Amendment Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, and which amount includes outstanding invoices in the aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses$56,719.79), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of is subject to the business day (the “Effective Date”) when each of the following conditions precedent that the Facility Agent shall have been satisfied received on or waived before the Closing Date the following, each in a manner form and substance (including the date thereof) satisfactory to the Agent and the LendersFacility Agent: (a) The Borrowers shall have delivered to A counterpart of the Agent an executed copy of this Agreement and all the other documents and instruments required Transaction Documents executed by the Agent and the Lenders to effectuate the transactions contemplated hereby andparties thereto. (b) Certified copies of: (i) all documents evidencing necessary governmental approvals, subject to Section 4.3if any, to create and perfect the Liens of Agent with respect to the Agreement and the other Transaction Documents and (ii) the certificate of incorporation and by-laws of each of the Seller and the Originator. (c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Originator and Weirton certifying the names and true signatures of its officers who are authorized to sign the Agreement and the other Transaction Documents. Until the Facility Agent receives a subsequent incumbency certificate from the Seller, Originator or Weirton, as the case may be, the Facility Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, Originator or Weirton, as the case may be. (d) Evidence that the proper financing statements, under the UCC of all Collateralrelevant jurisdictions necessary or desirable in order to perfect the interests of the Seller and the Facility Agent (on behalf of the Banks) contemplated by the Agreement and the Sale Agreement continue to be effective. (e) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all cases applicable jurisdictions that name the Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Facility Agent may request, showing no Adverse Claims on any Pool Assets. (f) Favorable opinions, in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence reasonably satisfactory to the Agent that there are no Liens upon Facility Agent, of Sidley & Austin and Willxxx X. Xxxxxx, xxch as counsel for the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of Seller, the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Originators and the Lenders;Servicer. (g) [Intentionally Omitted];Satisfactory results of a review and audit (performed by representatives of the Facility Agent) of the Servicer's collection, operating and reporting systems, the Credit and Collection Policy of the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement. (h) The Agent A pro forma Settlement Statement representing the performance of the Receivables Pool for the calendar month before closing and the Lenders shall have received the fully executed Subordination Agreement and a pro forma Daily Report as of such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;closing date. (i) The Borrowers shall have delivered Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the Agent extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Lenders such other documents as the Agent or any Lender may reasonably request;Fee Letter. (j) The representations Fee Letter duly executed by the Seller and warranties set forth in Section 5 of this Agreement 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 Effective Date;Servicer. (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part Good standing certificates with respect to each of the initial Protective Advance to be made on Seller, the Effective Date;Originator and the Servicer issued by the Secretaries of State (or similar official) of the states of each such Person's organization and principal place of business. (l) The Borrowers shall have (i) paid all fees and expenses incurred by A letter from Standard & Poor's indicating a rating with respect to the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andFacility of not less that AAA. (m) No Event of Default shall have occurred and be continuingA computer file containing all information with respect to the Receivables as the Facility Agent may reasonably request. (n) Such other approvals, opinions or documents as the Facility Agent may reasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become be effective as of upon the business day (the “Effective Date”) when each satisfaction or waiver of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersdetermination of Agent: (a) The Borrowers Agent shall have delivered received executed counterparts to the Agent an executed copy of this Agreement from the Company, each other Loan Party and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenderseach Lender; (b) The Borrowers shall have delivered Receipt by Agent of projected balance sheets, income statements, statements of cash flows and availability of Borrower and its Restricted Subsidiaries giving effect to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this AgreementABL Credit Facility, the borrowings hereunder Term Loan Facility and the other transactions evidenced by Transactions, covering the Loan Documents;term of the Letter of Credit Facility, which projections shall be on a monthly basis for the twelve-month period following the Closing Date, a quarterly basis for the twelve-month period thereafter and on an annual basis thereafter for the term of the Letter of Credit Facility, in each case with the results and assumptions in all of such projections in form and substance satisfactory to Agent. (c) The Borrowers Execution and delivery of all Loan Documents by the parties thereto and including: (i) customary legal opinions, (ii) customary evidence of authority from each Loan Party, (iii) customary officer’s certificates from each Loan Party, (iv) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of each Loan Party, and (v) lien searches with respect to each Loan Party. Agent, for the benefit of itself, Lenders, and Issuing Bank, shall hold perfected, security interests in and liens upon the Collateral in the order of priority set forth in the Term Loan Intercreditor Agreement and Letter of Credit Facility Intercreditor Agreement, and Agent shall have delivered to the Agent certified copies received such evidence of the Certificate of Incorporation and the Bylaws, or other organizational documents, foregoing as applicable, each as amended through the Effective Date, of each Borrower;it reasonably requires. (d) The Borrowers Agent shall have received evidence that Borrower has entered into the ABL Credit Facility, which shall be on terms and conditions reasonably satisfactory to Agent and Lenders, and certain of the letters of credit under the ABL Credit Facility shall be deemed to be Letters of Credit under the Letter of Credit Facility as Agent may determine. (e) Agent shall have received evidence that Borrower has entered into the Term Loan Facility, which shall be on terms and conditions reasonably satisfactory to Agent and Lenders, and Borrower shall have received not less than $225,000,000 in proceeds of loans under the Term Loan Facility. (f) Agent shall have received correct and complete copies of each of the Convertible Note Documents, as duly authorized, executed and delivered by the parties thereto, each in form and substance reasonably satisfactory to Agent, and the Convertible Notes shall be issued and effective. (g) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Term Loan Intercreditor Agreement, as duly authorized, executed and delivered by the parties thereto; (h) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Letter of Credit Facility Intercreditor Agreement, as duly authorized, executed and delivered by the parties thereto; (i) Agent shall have received (i) evidence that (A) $100,000,000 of the Series A Preferred Stock have been redeemed and cancelled and (B) the remaining balance of the Series A Preferred Stock have been exchanged for Series B Preferred Stock, such that after giving effect to such redemption and such exchange, Borrower has no further obligations or liabilities in respect of the Series A Preferred Stock and (ii) the agreements and documents providing for the redemption of the Series A Preferred Stock and relating to the Series B Preferred Stock Issuance, in each case which shall be on terms and conditions satisfactory to Agent.. (j) The opening Excess Availability (as defined in the ABL Credit Facility Agreement) at closing after the application of proceeds of the initial funding under the ABL Credit Facility and after payment of all fees and expenses of the Transactions payable on the Closing Date, shall be not less than $25,000,000. (k) Agent shall have received not less than the amount equal to one hundred three percent (103%) of the Existing Letters of Credit that are deemed to be Letters of Credit on the Closing Date in immediately available funds for credit to the XX Xxxx Collateral Account. (l) No Default or Event of Default under any of the Loan Documents shall exist. No material adverse change in the business, operations, profits, assets or prospects of Loan Parties shall have occurred since September 30, 2020. (m) Arranger, Agent and Lenders shall have received the payment of all fees required to be paid on the Closing Date under the terms hereof or otherwise under the Loan Documents. Agent and Lenders shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of counsel for Agent). (n) The Agent shall have received the following, each dated as of the Closing Date and in form and substance satisfactory to the Agent: (i) Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16, (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party, (iii) A certificate of the secretary or an assistant secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder, (iv) Such certificates of good standing (to the extent such concept exists in such jurisdiction) from the applicable secretary of state or similar official of the jurisdiction of organization, formation documents and organizational documents of each Loan Party as the Agent may reasonably require, and such other documents as the Agent may reasonably require to evidence that each Loan Party qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except for each Borrower from its state of incorporation and similar certificates from all other such jurisdictions in which it does business and where to the extent that the Company reasonably determines the failure to so qualify in such jurisdiction would not reasonably be qualified would expected to have a Material Adverse Effect; (ev) The A certificate of the chief financial officer of the Company, in the form attached hereto as Exhibit B, (vi) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Agent shall have received UCC and Lien searches and other evidence satisfactory with respect to the Agent that there are no Liens upon the Collateral except Permitted Liens;Loan Parties, (fvii) The Borrowers shall have delivered a copy A certificate from the Responsible Officer of the BudgetCompany as to the matters set forth in Sections 3.01(d), 3.01(g) and 3.01(k), (viii) Certificates of insurance with respect to the Loan Parties’ property and liability insurance, together with a certificate of loss payable endorsement naming the Chief Executive Officer or Agent as loss payee; provided that the Chief Financial Officer of Agent and the Company stating that such Budget has been prepared on a reasonable basis Arranger acknowledge and in good faith and is based on assumptions believed confirm they have received the certificates required by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be this subclause (viii) in form and substance that is reasonably satisfactory, (ix) A customary legal opinion of Xxxxxxxx & Xxxxxxxx, special counsel for the Company, in form and substance reasonably satisfactory to the Agent and the Lenders;Agent, and (gx) [Intentionally Omitted];A customary legal opinion of Xxx Xxxxxx LLP, New Jersey counsel for the Company, in form and substance reasonably satisfactory to the Agent. (ho) The Agent and the Lenders shall have received at least three (3) Business Days prior to the fully Closing Date all documentation and information as is reasonably requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case to the extent requested in writing at least ten (10) Business Days prior to the Closing Date. (p) All documents and instruments required to create and perfect the Agent’s first priority (as to the Letter of Credit Priority Collateral) or other priority security interest in and Lien on the other Collateral (free and clear of all other Liens other than Permitted Collateral Liens (as defined in the ABL Credit Facility Agreement as in effect on the date hereof) and subject to exceptions permitted by Section 5.02(a)) shall have been executed Subordination Agreement and such Subordination Agreement shall delivered and, if applicable, be automatically effective upon the effectiveness of this Agreement;in proper form for filing. (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth of the Borrower and each other Loan Party contained in Section 5 each Loan Document to which it is a party shall be correct on and as of this Agreement the Closing Date in all material respects (except to the extent qualified by materiality or “Material Adverse Effect,” 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 respects), before and after giving effect to any representations the effectiveness of this Agreement and warranties that already are qualified or modified by materiality in the text thereof) transactions contemplated hereby, as though made on and as of the Effective Date; (k) The Protective Advance Notes such date; provided, that, any representation or warranty as of a specific date shall only be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part true or correct in all material respects as of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees such date and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default no event shall have occurred and be continuing, or would result from the effectiveness of this Agreement or the transactions contemplated hereby, that would constitute a Default. (r) No Default under the Loan Documents shall exist on the Closing Date.

Conditions Precedent to Effectiveness. This Agreement shall become effective as The obligations of Lender to make the business day (initial advance of Floor Plan Credit hereunder is subject to the “Effective Date”) when each receipt by Lender of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to Lender: a. this Agreement duly executed and delivered by the Agent and the LendersCredit Parties; (b) The Borrowers shall have b. the Note duly executed and delivered to by Borrower; c. certificates of the Agent certified Secretary of each of the Credit Parties, attaching and certifying copies of its articles of incorporation and bylaws and of the resolutions of each Borrower’s its board of directors authorizing the execution, delivery and sole memberperformance of the Credit Documents to which it is a party and certifying the name, as applicable, evidencing approval title and true signature of this Agreement, each officer of the borrowings hereunder and other transactions evidenced by Credit Parties executing the Loan DocumentsCredit Documents to which it is a party; (c) The Borrowers shall have delivered to the Agent d. certified copies of the Certificate articles of Incorporation and the Bylaws, incorporation or other organizational documentscharter documents of the Credit Parties, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate together with certificates of good standing for each Borrower or existence, as may be available from its state the Secretary of State of the jurisdiction of incorporation of the Credit Parties and similar certificates from all each other jurisdictions in which it does business and jurisdiction where the failure such Credit Parties are required to be qualified would have to do business as a Material Adverse Effectforeign corporation; e. an opinion of counsel of (eA) The Agent shall have received UCC Xxxx and Lien searches Xxxxx, P.A., counsel to Borrower and other evidence satisfactory Fountain Powerboats, and (B) XxXxxxxx Carano Wilson, LLP, special Nevada counsel to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the BudgetParent, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis each addressed to Lender and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to Lender; f. a certificate, signed by the Agent president, the chief executive officer or the chief financial officer of each Credit Party, certifying that (i) all representations and warranties of the Credit Parties contained in this Agreement and the Lenders; other Credit Documents are true, correct and complete as of the closing date, (gii) [Intentionally Omitted]; no Default has occurred and is continuing, (hiii) The Agent no Material Adverse Effect has occurred since June 30, 2006, and the Lenders shall have received the fully executed Subordination Agreement there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and such Subordination Agreement shall be automatically effective upon (iv) all conditions to the effectiveness of this AgreementAgreement set forth in this Section 4.01 have been satisfied or waived as required hereunder; g. payment by Borrower (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Lender, of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance fees required to be made paid to it on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agentclosing date, including all legal fees and (ii) reimbursed each Lender for such Lender’s current of all other fees and reasonable expenses reimbursable pursuant required hereunder or under any other Credit Document to be paid on or prior to the closing date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Credit Documents; h. certified copies of requests for information or copies (including all Lender ExpensesForm UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Credit Parties as debtor and that are filed in the jurisdictions in which each case which amounts shall be deducted or paid substantially concurrently from such Person is “located” (within the initial Protective Advance to be made on meaning of the Effective DateUCC), together with copies of such other financing statements that name the each of the Credit Parties as debtor; i. certificates of insurance complying with the requirements of Section 5.02(e); and (m) No Event of Default j. such other approvals, consents, agreements, certificates, legal opinions or documents as Lender shall have occurred and be continuingreasonably request.

Conditions Precedent to Effectiveness. of this Agreement and Initial Extensions of Credit. This Agreement and the obligation of each Lender and each LC Issuing Bank, as applicable, to make the initial Extension of Credit to be made by it hereunder shall become effective as of take effect on the business day date (the “Restatement Effective Date”) when on which each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Administrative Agent shall have delivered to received on or before the Agent an executed copy of this Agreement and all other documents and instruments required by Restatement Effective Date the Agent and following, each dated the Lenders to effectuate the transactions contemplated hereby andRestatement Effective Date, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Administrative Agent and the Lenders;in sufficient copies for each Lender: (bi) The Borrowers shall have delivered to the Agent certified Certified copies of the Borrower’s certificate of incorporation and bylaws, and resolutions of each Borrower’s the board of directors and sole member, as applicable, evidencing approval of the Borrower approving this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each the Borrower from its state jurisdiction of incorporation and similar certificates from all documents evidencing other jurisdictions in which it does business necessary corporate action and where Governmental Approvals, if any, with respect to this Agreement. (ii) A certificate of the failure Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be qualified would have a Material Adverse Effect;delivered by the Borrower hereunder. (eiii) The A favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. 50 AmericasActive:16624138.116624138.12 (iv) A favorable opinion of Winston & Xxxxxx LLP, counsel for the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (b) On the Restatement Effective Date, the following statements shall be true and the Administrative Agent shall have received UCC and Lien searches and other evidence satisfactory to for the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered account of each Lender a copy certificate signed by a duly authorized officer of the BudgetBorrower, together with a certificate of dated the Chief Executive Officer or the Chief Financial Officer of the Company Restatement Effective Date, stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; that: (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth of the Borrower contained in Section 5 of this Agreement shall be 4.01 are 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 Restatement Effective Date;, as though made on and as of such date, and (ii) No event has occurred and is continuing that constitutes a Default. (kc) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers Borrower shall have (i) paid all fees and expenses incurred of the Administrative Agent, the Joint Lead Arrangers and the Lenders then due and payable in accordance with the terms of the Loan Documents (including the fees and expenses of counsel to the Administrative Agent to the extent then due and payable). (d) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Agent, including Borrower and the Lenders. (e) The Administrative Agent shall have received all legal fees and promissory notes (iiif any) reimbursed each Lender for such Lender’s current expenses reimbursable requested by the Lenders pursuant to this Agreement (including all Lender ExpensesSection 2.10(d), duly completed and executed by the Borrower and payable to such Lenders. (f) The Administrative Agent shall have received a Pricing Certificate setting forth the Non-Emitting Generation Capacity Percentage for the 2020 calendar year and the Baseline DART Rate (in each case which amounts case, together with computations in reasonable detail in respect thereof). (g) The Administrative Agent shall have received copies of the Disclosure Documents. (h) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date. (i) The New 2-Year Credit Agreement shall have been executed and delivered by the Borrower and the other parties thereto, the aggregate amount of revolving commitments thereunder shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andnot more than $1,000,000,000 and such revolving commitments shall have become effective in accordance with its terms. (mj) No Event of Default The Administrative Agent shall have occurred received copies or other evidence of such other approvals and such other opinions or documents as may be continuingreasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender: i) This Agreement shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. ii) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Lenders;Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (g) [Intentionally Omitted]; (hiii) The Agent and the Lenders Lender shall have received payment from the fully executed Subordination Obligors of the Forbearance Amendment Fee. iv) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such Subordination Agreement shall be automatically effective upon resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the effectiveness title, name and signature of this Agreement;each Person authorized to sign such documents. (iv) The Borrowers Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (jvi) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall be true and correct in Agreement, 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 documents related thereto and/or associated therewith in the text thereof) on and aggregate amount of $12,053.07 (as of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunderSeptember 17, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses2019), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $500,000,000 Five-Year Credit Agreement dated as of May 9, 2014 by and among APS, as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that that certain $500,000,000 Five-Year Credit Agreement, dated as of May 13, 2016, by and among APS, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of the business day (the “Effective Date”) when each is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers Lender shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateralbe satisfied, in all cases in form its reasonable discretion, with Company's and substance acceptable to each Dealer's financial condition, Properties, business, affairs or prospects as of the Agent and the Lenders;effective date. (b) The Borrowers shall have executed and delivered to the Agent certified copies Lender all of resolutions of each Borrower’s board of directors and sole memberBorrowers' Loan Papers, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (g) [Intentionally Omitted]; (hc) The Agent Dealers shall have delivered such financing statements and lien filings as Lender shall request to record and perfect the Lenders Liens granted to Lender under the Loan Papers. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that its Liens on the fully executed Subordination Agreement and such Subordination Agreement Consolidated Collateral are first priority Liens, subject only to other Liens acceptable to Lender in its sole discretion. (d) Lender shall be automatically effective upon have received a certificate of a duly authorized officer of Company in the effectiveness of this Agreement; form attached hereto as Exhibit H, certifying that (i) The Borrowers shall have delivered no Default or Event of Default exists to the Agent and best of the Lenders such other documents as knowledge of the Agent or any Lender may reasonably request; officer executing the certificate, (jii) The the representations and warranties set forth in Section 5 of this Agreement shall be Article V hereof are true and correct in all material respects respects, and (except that iii) Borrowers have complied with all agreements and conditions to be complied with by it under the Loan Papers by such materiality qualifier date. (e) Lender shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as have received a certificate of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereundersecretary of each of Borrowers, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have certifying (i) paid all fees that attached copies of its articles of incorporation, bylaws or other organizational documents are true and expenses incurred by the Agentcomplete, including all legal fees and in full force and effect, without amendment except as shown, (ii) reimbursed each Lender for that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such Lender’s current expenses reimbursable pursuant resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this Agreement loan transaction, and (including iii) to the incumbency, name and signature of each officer or representative authorized to sign the Loan Papers on behalf of the entity. Lender may conclusively rely on this certificate until it is otherwise notified by Borrowers in writing. (f) Lender shall have received an opinion of counsel to Borrowers (i) that Borrowers have full power and authority to execute and deliver the Loan Papers; (ii) that the Loan Papers constitute the legal, valid and binding respective obligations of Borrowers, enforceable in accordance with their terms; and (iii) as to such other matters, and otherwise in form and substance, satisfactory to Lender. (g) Lender shall have received evidence of insurance as required under Sections 4.03 and 6.09 hereof. (h) Lender shall have received evidence satisfactory to it that Borrowers are duly organized, validly existing and in good standing in their respective jurisdiction of organization, and are duly qualified and in good standing in all Lender Expenses)other appropriate jurisdictions. (i) All proceedings of Borrowers taken in connection with the transactions contemplated hereby, in each case which amounts and all documents incidental thereto, shall be deducted satisfactory in form and substance to Lender. Lender shall have received copies of all documents or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andother evidence that it may reasonably request in connection with such transactions. (mj) No Event of Default Lender shall have occurred received such documents, consents, approvals and be continuingauthorizations as Lender reasonably deems necessary in its discretion.

Conditions Precedent to Effectiveness. This Agreement Fourth Supplemental Indenture shall become be effective as upon the satisfaction of the business day (the “Effective Date”) when each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersconditions: (a) The Borrowers Trustee shall have delivered to received (i) this Fourth Supplemental Indenture, duly executed by each of the Agent an Issuer, the Company, the Guarantor, the Pledgor, and the Trustee, and (ii) the Direction and Indemnity, duly executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, Guarantor in all cases in form and substance acceptable to the Agent and the Lenders;its capacity as Majority Holders. (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors representations and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer warranties of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement Parties contained herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier qualifier), and there shall not be applicable to any representations and warranties that already are qualified exist no Default or modified by materiality in the text thereof) on and as Event of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses)Default, in each case which amounts after giving effect to this Fourth Supplemental Indenture (and the Trustee shall have received a certificate of an Authorized Representative of the Company, the Guarantor and the Pledgor certifying as to the matters set forth in this clause (b)). (c) The representations and warranties of the Issuer contained herein shall be deducted true and correct in all material respects (and the Trustee shall have received a certificate of the Issuer certifying as to the matters set forth in this clause (c)). (d) The Trustee shall have received an Officer’s Certificate and opinion of Independent Counsel covering such matters as required pursuant to the Indenture and such other matters as are reasonably requested by the Trustee or paid substantially concurrently the Majority Holders. (e) The Trustee shall have received a customary legal opinion of Xxxxx Lord LLP, counsel to the Company Parties, in form and substance reasonably satisfactory to the Trustee and the Majority Holders. (f) The Company shall have reimbursed the Trustee for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP in connection with the review and execution of this Fourth Supplemental Indenture. (g) The Trustee shall have received a certificate of the secretary or assistant secretary of each of the Company, the Guarantor and the Pledgor, certifying (A) that attached thereto is a true and complete copy of each organizational document of such applicable party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (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 applicable party authorizing the execution, delivery and performance of this Fourth Supplemental Indenture and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Fourth Supplemental Indenture or any other document delivered in connection herewith on behalf of such applicable party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate required by this clause (g)). (h) The Trustee shall have received a certificate as to the good standing (to the extent such concept is legally recognized in the applicable jurisdiction) of each of the Company, the Guarantor and the Pledgor (in so-called “long-form” if available) as of a recent date, from the initial Protective Advance to be made on Secretary of State of the Effective Date; andstate of its organization. (mi) No Event of Default The Trustee shall have occurred and be continuingreceived a certificate of the Issuer covering such matters as are reasonably requested by the Trustee or the Majority Holders.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Lenders shall have delivered been given such access to the Agent an executed copy management, records, books of this Agreement account, contracts and all other documents properties of the Borrower and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders;its Subsidiaries as they shall have requested. (b) The Borrowers Borrower shall have delivered paid all accrued fees and agreed expenses of the Agent, the Arrangers and the Lenders and the reasonable accrued fees and expenses of one law firm acting as counsel to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, that have been invoiced at least one Business Day prior to the borrowings hereunder and other transactions evidenced by the Loan Documents;Effective Date. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of each the Borrower;, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to on or before the Agent that there are no Liens upon Effective Date the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budgetfollowing, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that each dated such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowersday, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;: (i) Receipt by the Agent of executed counterparts of this Agreement properly executed by a duly authorized officer of the Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (vi) A certificate of the secretary, assistant secretary or associate secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (vii) A certificate as of a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or formation. (viii) A favorable opinion of counsel for the Borrower, in form and substance reasonably acceptable to the Lenders. (ix) A favorable opinion of Sidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (e) Concurrently with or before the Effective Date, (i) all principal, interest and other amounts outstanding under the Borrower’s Existing Credit Agreement shall be repaid and satisfied in full, (ii) all commitments to extend credit under the Existing Credit Agreement shall be terminated and (iii) any letters of credit outstanding under the Existing Credit Agreement shall have been terminated, canceled, transferred or replaced; and the Agent shall have received evidence of the foregoing satisfactory to it, including an escrow agreement or payoff letter executed by the lenders or the agent under the Existing Credit Agreement if applicable. (f) The Agent shall have received evidence satisfactory to it that that certain $500,000,000 Five-Year Credit Agreement dated as of May 13, 2016 by and among APS, as borrower, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent, shall have been terminated and cancelled and all indebtedness and other amounts due and unpaid thereunder shall have been (or shall concurrently with the effectiveness of this Agreement be) fully repaid on terms and conditions reasonably acceptable to the Agent. (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received reasonably satisfactory evidence that that certain $500,000,000 Five-Year Credit Agreement, dated as of July 12, 2018, by and among APS, as borrower, the fully executed Subordination Agreement lenders from time to time parties thereto and such Subordination Agreement Barclays Bank PLC, as administrative agent, shall be automatically effective upon prior to or substantially concurrently with the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective as of is subject to the business day (the “Effective Date”) when each of the following conditions precedent that the Facility Agent shall have been satisfied received on or waived before the Closing Date the following, each in a manner form and substance (including the date thereof) satisfactory to the Agent and the LendersFacility Agent: (a) The Borrowers shall have delivered to A counterpart of the Agent an executed copy of this Agreement and all the other documents and instruments required Transaction Documents executed by the Agent and the Lenders to effectuate the transactions contemplated hereby andparties thereto. (b) Certified copies of: (i) all documents evidencing necessary governmental approvals, subject to Section 4.3if any, to create and perfect the Liens of Agent with respect to the Agreement and the other Transaction Documents and (ii) the certificate of incorporation and by-laws of each of the Seller and the Originator. (c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Originator and Weirton certifying the names and true signatures of its officers who are authorized to sign the Agreement and the other Transaction Documents. Until the Facility Agent receives a subsequent incumbency certificate from the Seller, Originator or Weirton, as the case may be, the Facility Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, Originator or Weirton, as the case may be. (d) Evidence that the proper financing statements, under the UCC of all Collateralrelevant jurisdictions necessary or desirable in order to perfect the interests of the Seller and the Facility Agent (on behalf of the Banks) contemplated by the Agreement and the Sale Agreement continue to be effective. (e) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all cases applicable jurisdictions that name the Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Facility Agent may request, showing no Adverse Claims on any Pool Assets. (f) Favorable opinions, in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence reasonably satisfactory to the Agent that there are no Liens upon Facility Agent, of Sidley & Austin and Willxxx X. Xxxxxx, xxch as counsel for the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of Seller, the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Originators and the Lenders;Servicer. (g) [Intentionally Omitted];Satisfactory results of a review and audit (performed by representatives of the Facility Agent) of the Servicer's collection, operating and reporting systems, the Credit and Collection Policy of the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement. (h) The Agent A pro forma Settlement Statement representing the performance of the Receivables Pool for the calendar month before closing and the Lenders shall have received the fully executed Subordination Agreement and a pro forma Daily Report as of such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;closing date. (i) The Borrowers shall have delivered Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the Agent extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Lenders such other documents as the Agent or any Lender may reasonably request;Fee Letter. (j) The representations Fee Letter duly executed by the Seller and warranties set forth in Section 5 of this Agreement 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 Effective Date;Servicer. (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part Good standing certificates with respect to each of the initial Protective Advance to be made on Seller, the Effective Date;Originator and the Servicer issued by the Secretaries of State (or similar official) of the states of each such Person's organization and principal place of business. (l) The Borrowers shall have (i) paid all fees and expenses incurred by A letter from Standard & Poor's confirming no downgrade in the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant rating then currently assigned to the AAA Facility as a result of this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; andAgreement. (m) No Event of Default shall have occurred and be continuingA computer file containing all information with respect to the Receivables as the Facility Agent may reasonably request. (n) Such other approvals, opinions or documents as the Facility Agent may reasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective as Unless waived by all of the business day Lenders, other than subparagraph (j) as to which only the “Effective Date”) when each Borrowers may waive, the effectiveness of this Agreement is subject to fulfillment of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers Lenders shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateralbe satisfied, in all cases in form and substance acceptable to their reasonable discretion, with the Agent and Borrowers' financial condition, Property, business, affairs or prospects as of the Lenders;effective date. (b) The Borrowers shall have executed and delivered to the Administrative Agent certified copies and the Documentation Agent on behalf of resolutions the Lenders all of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Borrowers' Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;. (gc) [Intentionally Omitted];Except to the extent that financing statements and lien filings already have been filed, the Borrowers shall have delivered such financing statements and lien filings as the Collateral Agent or the Lenders shall request to record and perfect the Liens granted to the Collateral Agent on behalf of the Lenders under the Loan Documents, subject only to Permitted Liens. (hd) The Administrative Agent shall have received a certificate of a duly authorized officer of the Company, certifying to the Administrative Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness that (1) no Default or Event of this Agreement; (i) The Borrowers shall have delivered Default exists to the Agent and best of the Lenders such other documents as knowledge of the Agent or any Lender may reasonably request; officer executing the certificate, (j2) The the representations and warranties set forth in Section 5 of this Agreement shall be Article V hereof are true and correct in all material respects respects, (3) the Borrowers have complied with all agreements and conditions to be complied with by them under the Loan Documents by such date, (4) no Borrower has any Credit Agreement outstanding Debt, Contingent Liability, or Lien (other than a Permitted Lien) on any of its assets, except as expressly permitted under this Agreement, (5) no Borrower has any tax lien or judgment (other than a Permitted Lien) that with notice or lapse of time or both could ripen into an Event of Default hereunder, and (6) there has been no Material Adverse Change in the business, assets, or prospects of the Borrowers considered as a whole. (e) The Administrative Agent and the Documentation Agent shall have received a certificate of the secretary, manager, member, or general partner, as applicable, of each of the Borrowers, certifying (1) that its articles of incorporation, bylaws or other organizational documents as heretofore delivered to the Administrative Agent and the Documentation Agent remain true and complete, and in full force and effect, without amendment, (2) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such materiality qualifier shall resolutions are in full force and effect, were duly adopted, have not be applicable been amended, modified, or revoked, and constitute all resolutions adopted with respect to any representations this loan transaction, and warranties that already are qualified (3) to the incumbency, name and signature of each officer or modified by materiality in representative authorized to sign the text thereof) Loan Documents on and as behalf of the Effective Date;entity. The Lenders may conclusively rely on this certificate until they are otherwise notified by Borrowers in writing. (kf) The Protective Advance Notes Administrative Agent shall be rolled-up hereunderhave received an opinion of counsel to Borrowers, which aggregate outstanding amount shall be deemed repaid under addressed to the 2014 Second Lien Purchase Agreement Administrative Agent, the Collateral Agent, and deemed part the Lenders, (1) to the effect that the Borrowers have full power and authority to execute and deliver the Loan Documents; (2) to the effect that the Loan Documents constitute the legal, valid and binding respective obligations of the initial Protective Advance Borrowers, enforceable in accordance with their terms; and (3) as to be made on such other matters, and otherwise in form and substance, satisfactory to the Effective Date;Lenders. (lg) The Borrowers Administrative Agent shall have received or shall have on file evidence of insurance as required under Sections 4.05 and 6.09 hereof. (h) Either the Administrative Agent or the Documentation Agent shall have received evidence satisfactory to it and to the Lenders that the Borrowers are duly organized, validly existing and in good standing in their respective jurisdiction of organization, and are duly qualified and in good standing in all other appropriate jurisdictions. (i) paid There shall be no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Body that purports (1) to represent a Material Adverse Change, or (2) to materially affect any transaction contemplated hereby or the ability of the Borrowers taken as a whole to perform their respective obligations under the Loan Documents. (j) Contemporaneously with the delivery of the Promissory Notes, or, at the option of the Lenders, within fifteen (15) days thereafter, the Lenders shall deliver to Borrowers all fees of the Old Promissory Notes heretofore delivered in connection with the Original Agreement. All proceedings of the Borrowers taken in connection with the transactions contemplated hereby, and expenses incurred by all documents incidental thereto, shall be satisfactory in form and substance to the Lenders. The Administrative Agent, including all legal fees the Collateral Agent, and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingreceived copies of Credit Agreement all documents or other evidence that it may reasonably request in connection with such transactions.

Conditions Precedent to Effectiveness. This Agreement Third Amendment shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent: a. This Third Amendment shall have been satisfied or waived in a manner satisfactory to duly executed and delivered by the Agent Majority Lenders and the Lenders: (a) The Borrowers other parties hereto, and shall have delivered to the Agent an executed copy of this Agreement be in full force and all other documents effect and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Administrative Agent and the Majority Lenders. b. All action on the part of the Borrowers necessary for the valid execution, delivery and performance by the Borrowers of this Third Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The Lead Borrower and each other Loan Party (to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of the Lead Borrower's and the Parent's organization or incorporation. ii. Certificate of the Lead Borrower's and the Parent's Secretary of the due adoption, continued effectiveness, and setting forth the text of each corporate resolution adopted in connection with the loan arrangement, as modified by the Third Amendment, and the 2004 Reorganization and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents. iii. Execution and delivery by the Lead Borrower and each other Loan Party (to the extent requested by the Administrative Agent) of the following Loan Documents: a) Joinder, Confirmation and Amendment to Ancillary Loan Documents; (gb) [Intentionally Omitted];Joinder to Copyright and Copyright Applications Security Agreement; and (hc) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such Such other documents and agreements as the Agent or any Lender may reasonably request;require. (j) The representations iv. Execution and warranties set forth in Section 5 of this Agreement 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 delivery by materiality in the text thereof) on and as Borrowers of the Effective Date;following Loan Documents: (ka) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement Endorsement to Amended and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective DateRestated Swingline Note; and (mb) No Event of Default shall have occurred Endorsements to Amended and be continuingRestated Revolving Credit Notes.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory fulfilled to the Agent and reasonable satisfaction of the LendersAgent: (a) The Borrowers This Agreement shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Agent an executed copy Agent. (b) All action on the part of the New Guarantors and the other Loan Parties necessary for the valid execution, delivery and performance by the New Guarantors and the other Loan Parties of this Agreement and all other documents documentation, instruments, and instruments required by the Agent agreements to be executed in connection herewith shall have been duly and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create effectively taken and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable evidence thereof reasonably satisfactory to the Agent and the Lenders; (b) The Borrowers shall have delivered been provided to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Agent. (c) The Borrowers New Guarantors shall have delivered the following to the Agent, in form and substance reasonably satisfactory to the Agent: (i) An officer’s certificate, dated as of the date hereof, certifying as to and (as applicable) attaching each New Guarantor’s organization documents (which to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each New Guarantor, the good standing, existence or its equivalent of each New Guarantor, and of the incumbency (including specimen signatures) of the Responsible Officers of each New Guarantor. (ii) A supplemental Representations and Warranties Certificate with respect to the New Guarantors substantially in the form delivered to the Agent certified copies of on the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Closing Date, of each Borrower;. (d) The Borrowers Borrower shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation certificate, in form and similar certificates from all other jurisdictions in which it does business and where substance reasonably satisfactory to the failure Agent, certifying that the ABL Payment Conditions have been satisfied with respect to be qualified would have a Material Adverse Effect;the Acquisition. (e) The Agent shall have received UCC an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and Lien searches the New Guarantors, in form and other evidence substance reasonably satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens;Agent. (f) The Borrowers Agent shall have delivered a copy of the Budgetreceived all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available respect to the BorrowersNew Guarantors, which Budget shall be in form and substance satisfactory to including without limitation the Agent and the Lenders;PATRIOT Act. (g) [Intentionally Omitted];The Agent shall have received certificates of insurance for the insurance policies as required by Section 6.07 of the Credit Agreement. (h) The Agent and the Lenders shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the fully executed Subordination Agent to be filed, registered or recorded to create or perfect the first priority Liens on each New Guarantor’s assets to secure the Obligations intended to be created under the Credit Agreement and all such Subordination Agreement documents and instruments shall be automatically effective upon have been so filed, registered or recorded to the effectiveness satisfaction of this Agreement;the Agent. (i) The Borrowers Agent shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant received a signature page to this Agreement (including all Lender Expenses), in executed by each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuingLoan Party.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when each upon satisfaction of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to (the Agent and the Lenders:“Closing Date”): (a) The Borrowers Administrative Agent shall have delivered to received the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andfollowing, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable reasonably satisfactory to the Administrative Agent: (i) An executed counterpart of this Agreement signed on behalf of the Company, the Guarantors, the Administrative Agent and the Lenderseach Lender; (bii) The Borrowers shall have delivered To the extent requested pursuant to Section 2.11(a), a duly executed Note of the Agent certified copies of resolutions Company, for the account of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documentsrequesting Lender; (ciii) The Borrowers shall have delivered Certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name certain identified Loan Parties as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the Agent certified limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the BylawsCompany and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; (v) A certificate from the relevant Secretary of State dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by each Loan Party; (vi) A certificate of a duly authorized officer of the Company, dated the Closing Date, certifying that as of such date, (A) the representations and warranties contained in Section 6.01 are correct in all material respects on and as of the Closing Date, (B) no Default or other organizational Event of Default as of the date thereof has occurred and is continuing and (C) from the Chief Financial Officer, the Solvency of the Company on a consolidated basis both before and after giving effect to the transactions occurring on such date; (vii) An opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in a form reasonably satisfactory to the Administrative Agent; (viii) Opinions of the local counsel to the Borrower identified on Schedule 5.01(a)(viii), in each case, in a form reasonably satisfactory to the Administrative Agent; (ix) A Perfection Certificate, duly executed by each of the Loan Parties; (x) The Security Agreement, duly executed by each of the Loan Parties; (xi) The Pledge Agreement, duly executed by each Specified Pledgor; and (xii) Subject to Section 7.11(b), delivery of all documents, instruments and certificates and evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to create and perfect Liens on the Collateral has been taken. (b) The Company shall have paid all reasonable accrued fees and expenses of the Arrangers, the Administrative Agent and the Lenders which are due and payable on the Closing Date to the extent invoiced (including fees set forth in the Fee Letter and the reasonable and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Arrangers and the Administrative Agent); (c) There shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as applicablea whole, each as amended through the Effective Datesince December 31, of each Borrower2016; (d) The Borrowers There shall have delivered exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the Agent a certificate knowledge of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure Company, threatened, that could reasonably be expected to be qualified would have a Material Adverse Effect; (e) The Receipt of such documentation as may be required by any Lender, any L/C Issuer or the Administrative Agent shall have received UCC and Lien searches and other evidence satisfactory in order to comply with Section 326 of the USA PATRIOT Act or necessary for any Lender, any L/C Issuer or the Administrative Agent that there are no Liens upon to verify the Collateral except Permitted Liens;identity of any Borrower as required by Section 326 of the USA PATRIOT Act, as requested through the Administrative Agent at least 5 days in advance of the Closing Date; and (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Administrative Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness a Borrowing Base Report as of this Agreement; (i) The Borrowers shall have delivered August 31, 2017. Upon giving effect to the Agent initial funding of Revolving Loans and issuance of Letters of Credit, and the Lenders such other documents as payment by the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 Borrower of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred in connection herewith, Availability shall be at least $250,000,000. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified above in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, as notified by the AgentAdministrative Agent to the Lenders, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts specifying its objection thereto. The Administrative Agent shall be deducted or paid substantially concurrently from promptly notify the initial Protective Advance to be made on Lenders of the Effective occurrence of the Closing Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: a. This Joinder shall have been duly executed and delivered by the respective parties hereto. b. A Guaranty shall have been duly executed and delivered by the New Guarantors. c. All action on the part of the New Guarantors and the other Obligors necessary for the valid execution, delivery and performance by each New Guarantor of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. d. Each New Guarantor shall have delivered each of the following to the Agent, in form and substance reasonably satisfactory to the Agent: i. Certificate of legal existence and good standing of such New Guarantor issued by the Secretary of State of the State of its incorporation or organization. ii. A certificate of an authorized officer of such New Guarantor in respect of the due adoption and continued effectiveness of each corporate resolution adopted in connection with the assumption by such New Guarantor of obligations under the Loan Agreement and the other Loan Documents, setting forth the text of each such resolution, and attesting to the true signatures of each Person authorized as a signatory of such New Guarantor to any of the Loan Documents, together with true and accurate copies of all Organic Documents of such New Guarantor. iii. Perfection Certificate of such New Guarantor in the form delivered by the Obligors on the Closing Date. iv. Such other documents, agreements and certificates as the Agent may reasonably require in accordance with the Loan Documents. e. The Agent shall have received a written legal opinion of the Obligors’ counsel addressed to the Agent and the other Lenders, covering such matters relating to the New Guarantors, the Loan Documents and/or the transactions contemplated thereby as the Agent shall reasonably request, it being understood that such opinion shall be substantively similar to the opinion of Obligors’ counsel delivered on the Closing Date pursuant to Section 6.1(g) of the Loan Agreement. f. The Agent shall have received all documents and instruments, (including UCC financing statements, agreements providing for Agent’s control over Deposit Accounts and Credit Card Notifications), required by law or reasonably requested by the Agent in accordance with the Loan Documents to create or perfect the first priority Lien (subject only to Permitted Liens having priority by operation of Applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Agent. g. All reasonable and documented out-of-pocket expenses incurred by the Agent in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable and documented fees and out-of-pocket expenses of one legal counsel to the Agent) shall have been paid in full by the Borrowers. h. The Agent shall have received copies of policies of insurance, be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the New Guarantors and have received certificates of insurance with endorsements naming the Agent, for the benefit of the Secured Parties, as lender’s loss payee or waived additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in a manner form and substance reasonably satisfactory to the Agent and each of the Lenders:. (a) i. The Borrowers Obligors shall have executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational such additional documents, as applicableinstruments, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement; (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents agreements as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of this Agreement 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall not become effective as until satisfaction of, and the obligation of the business day (Lenders to make each Loan and of the “Effective Date”) when Issuing Bank to issue each Letter of Credit hereunder is subject to, the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lendersprecedent: (a) The Borrowers This Agreement and the other Loan Documents shall have been executed and delivered by each party hereto and thereto and each of the Credit Parties shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to the Agent an executed copy of this Agreement and all other documents and instruments required be performed or complied with by the such Credit Party before or on such Closing Date. (b) The Agent and the Lenders to effectuate shall have received such opinions of counsel for the transactions contemplated hereby andBorrowers and the Guarantors as the Agent or any Lender shall request, subject to Section 4.3, to create and perfect the Liens including an opinion of Agent with respect to all Collateral, in all cases in form and substance independent counsel of national recognition acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered Lenders with respect to the Agent certified copies absence of resolutions any breach of each Borrower’s board the terms of directors the then existing Note Indentures as a result of the Borrowers’ and sole member, as applicable, evidencing approval the other Credit Parties’ execution and delivery of this Agreement, the borrowings hereunder and other transactions evidenced by performance under the Loan Documents;, and the enforceability and perfection of the Agent’s Liens, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received received: (i) properly completed UCC Financing Statements (and Lien searches including amendments and other evidence satisfactory assignments with respect thereto) in form and number sufficient under the UCC of all jurisdictions that the Agent or any Co-Collateral Agent may deem necessary or desirable in order to perfect or continue the perfection of the Agent’s Liens and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent that there are no Liens upon the or such Co-Collateral except Permitted Liens;Agent; and (fii) The Borrowers shall have delivered a copy of the Budgetduly executed UCC Financing Statement Amendments and such other instruments, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the LendersCo-Collateral Agents, as shall be necessary to terminate and satisfy all Liens on the Collateral except Permitted Liens and other Liens permitted pursuant to Section 7.15; (giii) [Intentionally Omitted];notifications of the Agent’s Lien to the Borrowers’ credit card processors and other depositories, in each case as the Agent may reasonably require. (hiv) a duly executed Amended and Restated Guaranty Agreement by each Credit Party in favor of Agent; and (v) a duly executed Amended and Restated Security Agreement by each Credit Party in favor of Agent. (d) The Borrowers shall have paid all fees and expenses of the Agent and the Co-Collateral Agents and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (e) The Agent shall have received copies of each of the Household Agreements and the then existing Note Indentures certified as true and correct by a Responsible Officer. (f) The Agent shall have received the Borrowers’ unaudited financial statements with respect to the fiscal quarter ending August 1, 2009, including, without limitation, a balance sheet. (g) The Agent and the Lenders shall have had an opportunity to examine the books of account and other records and files of the Borrowers and to make copies thereof, and to conduct a pre-closing appraisal and audit which shall include, without limitation, verification of payables, Inventory and the Borrowing Base. (h) The Agent shall have received the fully executed Subordination Agreement Borrowers’ financial projections through January 31, 2013 (prepared on a quarterly basis through January 31, 2010 and such Subordination Agreement on an annual basis thereafter). (i) No Default or Event of Default under any Loan Document shall exist. (j) There shall not have occurred, and the execution, delivery and performance of the Loan Documents will not result in, any default of any material contract or agreement of any Loan Party (including without limitation, the Note Indentures) which is likely to have a Material Adverse Effect. (k) There shall not be pending any litigation or other proceeding, the result of which is likely to have a Material Adverse Effect. (l) Availability (after giving effect to all Loans to be made, and Letters of Credit to be issued, on the Closing Date) shall be automatically effective upon not less than $400,000,000 on the effectiveness Closing Date. (m) Each Borrower and each other Credit Party shall have delivered or caused to be delivered to the Agent (in form and substance reasonably satisfactory to the Agent (and, solely in the case of this Agreementclause (vi) below, the Co-Collateral Agents) each of the following: (i) a certificate of an appropriate officer of each Credit Party as of the Closing Date with respect to: (A) resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Credit Party approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (iB) specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of each of the Credit Parties; (C) the Organizational Documents of each of the Credit Parties certified as of a recent date by the Secretary of State of its state of organization; (D) true and correct copies of the Operating Documents of each of the Credit Parties; (ii) certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of each of the Credit Parties as to the due existence and good standing of such Person; (iii) certificates of qualification to do business and good standing (if any) issued in respect of each of the Credit Parties as of a recent date by the Secretary of State or comparable official of each jurisdiction in which the failure to be qualified to do business or authorized so to conduct business would reasonably be expected to have a Material Adverse Effect; (iv) evidence of all insurance together with loss payable clause endorsements, as required by Section 7.5; (v) Uniform Commercial Code, tax and judgment lien search results showing only those Liens as are permitted hereunder; and (vi) a Borrowing Base Certificate as of the Closing Date which reflects the Eligible Inventory and Eligible Credit Card Receivables as of October 31, 2009. (n) The Borrowers shall have delivered paid all accrued and unpaid interest, fees, and expenses due under the Existing Credit Agreement to the Persons entitled thereto. (o) An Assignment and Acceptance Agreement among the Existing Agent, the Existing Lenders, WFRF, Parent and certain Subsidiaries of Parent. (p) The consent to this Agreement by the Existing Lenders and the Existing Agent, and the appointment by the Required Lenders of WFRF as the successor Agent hereunder. (q) An agreement, in form and substance reasonably satisfactory to Agent, in which the Existing Agent resigns as Agent hereunder and assigns to WFRF as Agent the rights of Existing Agent under the Loan Documents (including, without limitations, its rights in the Collateral). The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied (except to the extent waived pursuant to the terms of this Agreement), with the same effect as delivery to the Agent, the Co-Collateral Agents and the Lenders of a certificate signed by a Responsible Officer of the Administrative Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent and the Lenders such other documents as the by a Lender or a Co-Collateral Agent or any Lender may reasonably request; (j) The representations and warranties set forth in Section 5 of a counterpart of this Agreement shall be true deemed confirmation by such Lender or such Co-Collateral Agent to the Agent, the other Lenders and correct in all material respects (except the Borrowers 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender, or such Co-Collateral Agent, including all legal fees and (ii) reimbursed each the decision of such Lender or such Co-Collateral Agent to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender or such Co-Collateral Agent independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender or such Co-Collateral Agent for approval consent, or satisfaction were acceptable to such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become effective as of the business day (the “Effective Date”) when first date on which each of the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers the Administrative Agent (or its counsel) shall have delivered to received from the Borrower, the Administrative Agent an executed copy and each Lender holding Commitments either a counterpart of this Agreement and all other documents and instruments required signed by the Agent and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create and perfect the Liens or on behalf of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, such party or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other written evidence satisfactory to the Administrative Agent that there are no Liens upon the Collateral except Permitted Liens; (fwhich may include facsimile or other electronic transmission (including .pdf) The Borrowers shall have delivered of a copy signed signature page of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating this Agreement) that such Budget party has been prepared on signed a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness counterpart of this Agreement; (b) the Administrative Agent (or its counsel) shall have received favorable written opinions (dated the Closing Date and addressed to the Administrative Agent and each Lender) of (i) The Borrowers Shearman & Sterling LLP, special New York counsel for the Borrower and (ii) Xxxxxx X. Xxxxxxxx, internal counsel for the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have delivered to received certified copies of resolutions of the Agent board of directors of the Borrower approving the Loan Documents, articles of incorporation and by-laws of the Lenders Borrower and certificates of incumbency and good standing (or such other documents and certificates as the Administrative Agent or any Lender its counsel may reasonably requestrequest in lieu thereof), all in form and substance reasonably satisfactory to the Administrative Agent; (jd) The the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower certifying that (i) the representations and warranties set forth contained in Section 5 of this Agreement shall be 4.01 are 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 Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be such date as though made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees as of such date and (ii) reimbursed each Lender for no event has occurred and is continuing on and as of such Lender’s current expenses reimbursable date which constitutes a Default or an Event of Default; (e) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date pursuant to this Agreement in connection with the transactions contemplated hereby, including reimbursement of reasonable out-of-pocket costs and expenses (including all Lender Expenses)reasonable fees, in each case which amounts shall charges and disbursements of counsel) required to be deducted reimbursed or paid substantially concurrently from by the initial Protective Advance to be made on Borrower; (f) the Effective DateAdministrative Agent shall have received evidence of the termination of the commitments under the Existing Credit Agreement and payment of all principal, interest and other obligations payable thereunder; and (mg) No Event of Default the Administrative Agent shall have occurred received all documentation and other information requested by the Lenders for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, no later than five Business Days prior to the Closing Date to the extent such documentation or other information is requested from the Borrower at least eight Business Days prior to the Closing Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Closing Date, and such notice shall be continuingconclusive and binding.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the business day first date (the “Effective Date”) when each of on which the following conditions precedent shall have been satisfied or waived in a manner satisfactory to the Agent and the Lenderssatisfied: (a) The Borrowers Borrower shall have delivered notified each Lender and the Agent in writing as to the Agent an executed copy proposed Effective Date. (b) The Borrower shall have paid all accrued fees and expenses of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate (including the transactions contemplated hereby and, subject to Section 4.3, to create accrued fees and perfect the Liens expenses of Agent with respect to all Collateral, in all cases in form and substance acceptable counsel to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents;Agent). (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through On the Effective Date, of each Borrower; (d) The Borrowers the following statements shall have delivered to be true and the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to for the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered account of each Lender a copy certificate signed by a duly authorized officer of the BudgetBorrower, together with a certificate of dated the Chief Executive Officer or the Chief Financial Officer of the Company Effective Date, stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders; (g) [Intentionally Omitted]; (h) The Agent and the Lenders shall have received the fully executed Subordination Agreement and such Subordination Agreement shall be automatically effective upon the effectiveness of this Agreement;that: (i) The Borrowers shall have delivered to the Agent and the Lenders such other documents as the Agent or any Lender may reasonably request; (j) The representations and warranties set forth contained in Section 5 of this Agreement shall be true and 4.01 are 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 Effective Date;, and (kii) After giving effect to the incurrence of the Loans on the Effective Date and the other transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default. (d) The Protective Advance Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Counterparts of this Agreement, duly executed and delivered by each of the Lenders, the Borrower and the Agent (or in the case of any such party as to which an executed counterpart shall not have been received, the Agent shall have received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a counterpart of this Agreement). (ii) The Notes shall be rolledto the Lenders to the extent requested by any Lender pursuant to Section 2.16 at least five Business Days prior to the Effective Date. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents. (iv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying: (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of the Borrower, certified as of a recent date by the Secretary of State of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of the Borrower or other person duly authorized by the constituent documents of the Borrower, (B) that attached thereto is a true and complete copy of a certificate as to the good standing of the Borrower as of a recent date from such Secretary of State, (C) that attached thereto is a true and complete copy of the by-up laws of the Borrower as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (D), (D) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Agreement and the borrowings hereunder, which aggregate outstanding amount shall be deemed repaid under and the 2014 Second Lien Purchase Agreement execution, delivery and deemed part performance of each of the initial Protective Advance other Loan Documents required hereby with respect to be made the Borrower and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date;, and (lE) The Borrowers shall have (i) paid all fees as to the incumbency and expenses incurred by the Agent, including all legal fees and (ii) reimbursed specimen signature of each Lender for such Lender’s current expenses reimbursable pursuant to officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on behalf of the Borrower. (including all Lender Expenses)v) An opinion of Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx, as special New York counsel for the Borrower, with respect to the enforceability of the applicable Loan Documents and other related matters, in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on (A) dated the Effective Date; and , (mB) No Event of Default addressed to each Issuing Bank, the Agent and the Lenders (and their permitted assignees) and (C) in form and substance reasonably satisfactory to the Agent covering such matters relating to the Loan Documents as the Agent shall have occurred and be continuingreasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent shall have has been satisfied or waived in a manner satisfactory fulfilled to the Agent and sole satisfaction of the LendersLender: (a) The Borrowers This Agreement shall have been duly executed and delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent and the Lenders to effectuate the transactions contemplated hereby andrespective parties hereto (including, subject to Section 4.3, to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreementwithout limitation, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies delivery of the Certificate of Incorporation Cash Burn Plan), and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation be in full force and similar certificates from all other jurisdictions in which it does business effect and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent and the Lenders;Lender. (gb) [Intentionally Omitted];All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (hc) The Agent and the Lenders Lender shall have received payment from the fully executed Subordination Agreement Obligors of the Forbearance Fee. (d) The Lender shall have received an Omnibus Officer’s and such Subordination Agreement shall be automatically effective upon Member’s Certificate of duly authorized officers and members, as applicable, of each of the effectiveness of this Agreement; Obligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign such documents. (e) The Borrowers Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (jf) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall be true and correct in Agreement, 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 documents related thereto and/or associated therewith in the text thereof) on and aggregate amount of $49,500.00 (as of January 31, 2019, and which amount includes outstanding invoices in the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunder, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses$26,262.30), in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event of Default shall have occurred and be continuing.

Conditions Precedent to Effectiveness. This Agreement shall become not be effective as of the business day (the “Effective Date”) when until each of the following conditions precedent has been fulfilled to the sole satisfaction of the Lender: i) This Agreement shall have been satisfied or waived in a manner satisfactory to the Agent duly executed and the Lenders: (a) The Borrowers shall have delivered to the Agent an executed copy of this Agreement and all other documents and instruments required by the Agent respective parties hereto, and the Lenders to effectuate the transactions contemplated hereby and, subject to Section 4.3, to create shall be in full force and perfect the Liens of Agent with respect to all Collateral, in all cases in form effect and substance acceptable to the Agent and the Lenders; (b) The Borrowers shall have delivered to the Agent certified copies of resolutions of each Borrower’s board of directors and sole member, as applicable, evidencing approval of this Agreement, the borrowings hereunder and other transactions evidenced by the Loan Documents; (c) The Borrowers shall have delivered to the Agent certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the Effective Date, of each Borrower; (d) The Borrowers shall have delivered to the Agent a certificate of good standing for each Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) The Agent shall have received UCC and Lien searches and other evidence satisfactory to the Agent that there are no Liens upon the Collateral except Permitted Liens; (f) The Borrowers shall have delivered a copy of the Budget, together with a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed by the Borrowers to be reasonable at the time made and from the best information then available to the Borrowers, which Budget shall be in form and substance satisfactory to the Agent Lender. ii) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Lenders;Obligors of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (g) [Intentionally Omitted]; (hiii) The Agent and the Lenders Lender shall have received payment from the fully executed Subordination Obligors of the Forbearance Amendment Fee. iv) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Obligors certifying (A) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such Subordination Agreement shall be automatically effective upon resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (C) to the effectiveness title, name and signature of this Agreement;each Person authorized to sign such documents. (iv) The Borrowers Obligors shall have executed and delivered to the Agent Lender such additional documents, instruments, and the Lenders such other documents agreements as the Agent or any Lender may reasonably request;, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (jvi) The representations In accordance with the terms and warranties set forth conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in Section 5 connection with the preparation, negotiation, execution and delivery of this Agreement shall be true and correct in the Twentieth Amendment to Loan and Security Agreement, 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 documents related thereto and/or associated therewith in the text thereof) on and aggregate amount of $43,205.40 (as of the Effective Date; (k) The Protective Advance Notes shall be rolled-up hereunderFebruary 10, which aggregate outstanding amount shall be deemed repaid under the 2014 Second Lien Purchase Agreement and deemed part of the initial Protective Advance to be made on the Effective Date; (l) The Borrowers shall have (i) paid all fees and expenses incurred by the Agent, including all legal fees and (ii) reimbursed each Lender for such Lender’s current expenses reimbursable pursuant to this Agreement (including all Lender Expenses2020), plus prior open invoices for attorneys’ fees in each case which amounts shall be deducted or paid substantially concurrently from the initial Protective Advance to be made on the Effective Date; and (m) No Event aggregate amount of Default shall have occurred and be continuing$40,151.25.