Common use of CONDITIONS PRECEDENT TO THIS AMENDMENT Clause in Contracts

CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) The representations and warranties in the Loan Agreement and the other Loan Documents, as ratified and adopted by Delta Search, Hudson Payroll and JMT Financial pursuant hereto shall be true and correct in all respects on and as of the date hereof, as though made on such date (except (i) to the extent that such representations and warranties relate solely to an earlier date; (ii) to the extent that such representations and warranties are modified herein; and (iii) that with respect to representations and warranties made as to locations of the Borrowers and Equipment, such representations and warranties that are subject to modification based upon the revised Schedules 5.3 and 5.5 to be delivered by Borrowers after the date of this Amendment); (b) Agent shall have received a certificate from the Secretary or Assistant Secretary of each of JMT Financial and Delta Search, attesting to the resolutions of each such entity’s directors or members, as applicable, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same; (c) Agent shall have received copies of the Governing Documents, as amended, modified, or supplemented to the date of this Amendment (the “Effective Date”) for each of Hudson Payroll, JMT Financial and Delta Search, respectively, certified by a Director, the Secretary or Assistant Secretary of each such entity, respectively; (d) Agent shall have received a certificate of status with respect to each of JMT Financial and Delta Search, each dated within 15 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of JMT Financial and Delta Search, respectively, which certificate shall indicate that JMT Financial or Delta Search, respectively, is in good standing in such jurisdiction; (e) Agent shall have received certificates of status with respect to JMT Financial and Delta Search, respectively, each dated within 30 days of the Effective Date, such certificates to be issued by the appropriate officers of the jurisdictions (other than the jurisdiction of organization of such entities, respectively) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that each of JMT Financial and Delta Search, is in good standing in such jurisdictions, as applicable, provided, that if any such certificate is not available from the issuing jurisdiction on the Date, Agent shall have received on such date evidence satisfactory to Agent to the effect that JMT Financial or Delta Search, as applicable, has been qualified or licensed in such jurisdiction and Agent shall receive such certificate promptly after it becomes available from such issuing jurisdiction; (f) Agent shall have received such other agreements, instruments and documents as Agent may require to record and/or perfect security interests in the equity interests of Hudson Payroll, JMT Financial and Delta Search, respectively, including, without limitation, all certificates, if any exist, evidencing the equity interests of Hudson Payroll, JMT Financial and Delta Search, together with appropriate powers endorsed in blank; (g) Agent shall have received a Guaranty and Debenture executed by each member of HH UK, in form and content satisfactory to Agent; (h) Agent shall have received a certified copy of the board minutes or Board of Directors’ written resolutions for each member of HH UK attesting to the resolutions of each such entity’s directors authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same, in form and content satisfactory to Agent; (i) Agent shall have received a certificate from Directors of each member of HH UK confirming the authorized signatories of each such entity, in form and content satisfactory to Agent; (j) Agent shall have received a Blocked Account Agreement executed by Hudson Payroll and the financial institution at which it maintains its deposit accounts, in form and content satisfactory to Agent; (k) Agent shall have received all company searches as against Hudson Payroll, as required by Agent, and the results of which shall be satisfactory to Agent in all respects; (l) Agent shall have received an opinion of counsel to Hudson Payroll, JMT Financial and Delta Search pertaining to such matters as Agent may determine, in form and substance satisfactory to Agent; (m) After giving effect to the consents, waivers and amendments set forth herein, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and (n) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: a. Agent shall have received this Amendment, duly executed by Borrower, and the same shall be in full force and effect; b. Agent shall have received an updated Disclosure Statement prepared by Borrower and dated as of the date hereof (athe “Disclosure Statement Update”) c. Agent shall have received a reaffirmation and consent (the “Reaffirmation and Consent”) substantially in the form attached hereto as Exhibit B, duly executed and delivered by each Person that is listed on the signature pages thereof; d. The representations and warranties in the Loan Credit Agreement and the other Loan Documents, as ratified and adopted by Delta Search, Hudson Payroll and JMT Financial pursuant hereto Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except (i) to the extent that such representations and warranties relate solely to an earlier date; (ii) after giving effect to the extent that such representations and warranties are modified herein; and (iii) that with respect to representations and warranties made as to locations of the Borrowers and Equipment, such representations and warranties that are subject to modification based upon the revised Schedules 5.3 and 5.5 to be delivered by Borrowers after the date of this Amendment); (b) Agent shall have received a certificate from the Secretary or Assistant Secretary of each of JMT Financial and Delta Search, attesting to the resolutions of each such entity’s directors or members, as applicable, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the sameDisclosure Statement Update; (c) Agent shall have received copies of the Governing Documents, as amended, modified, or supplemented to the date of this Amendment (the “Effective Date”) for each of Hudson Payroll, JMT Financial and Delta Search, respectively, certified by a Director, the Secretary or Assistant Secretary of each such entity, respectively; (d) Agent shall have received a certificate of status with respect to each of JMT Financial and Delta Search, each dated within 15 days of the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of JMT Financial and Delta Search, respectively, which certificate shall indicate that JMT Financial or Delta Search, respectively, is in good standing in such jurisdiction; (e) Agent shall have received certificates of status with respect to JMT Financial and Delta Search, respectively, each dated within 30 days of the Effective Date, such certificates to be issued by the appropriate officers of the jurisdictions (other than the jurisdiction of organization of such entities, respectively) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that each of JMT Financial and Delta Search, is in good standing in such jurisdictions, as applicable, provided, that if any such certificate is not available from the issuing jurisdiction on the Date, Agent shall have received on such date evidence satisfactory to Agent to the effect that JMT Financial or Delta Search, as applicable, has been qualified or licensed in such jurisdiction and Agent shall receive such certificate promptly after it becomes available from such issuing jurisdiction; (f) Agent shall have received such other agreements, instruments and documents as Agent may require to record and/or perfect security interests in the equity interests of Hudson Payroll, JMT Financial and Delta Search, respectively, including, without limitation, all certificates, if any exist, evidencing the equity interests of Hudson Payroll, JMT Financial and Delta Search, together with appropriate powers endorsed in blank; (g) Agent shall have received a Guaranty and Debenture executed by each member of HH UK, in form and content satisfactory to Agent; (h) Agent shall have received a certified copy of the board minutes or Board of Directors’ written resolutions for each member of HH UK attesting to the resolutions of each such entity’s directors authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same, in form and content satisfactory to Agent; (i) Agent shall have received a certificate from Directors of each member of HH UK confirming the authorized signatories of each such entity, in form and content satisfactory to Agent; (j) Agent shall have received a Blocked Account Agreement executed by Hudson Payroll and the financial institution at which it maintains its deposit accounts, in form and content satisfactory to Agent; (k) Agent shall have received all company searches as against Hudson Payroll, as required by Agent, and the results of which shall be satisfactory to Agent in all respects; (l) Agent shall have received an opinion of counsel to Hudson Payroll, JMT Financial and Delta Search pertaining to such matters as Agent may determine, in form and substance satisfactory to Agent; (m) After giving effect to the consents, waivers and amendments set forth herein, no e. No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; andAmendment after giving effect to this Amendment and the Disclosure Statement Update; (n) f. No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower; g. Agent shall have received the following documents, duly executed and delivered by such parties, and each in form and substance satisfactory to Agent: (i) an Officer’s Certificate from the secretary of the Borrower, any Guarantordated as of the date hereof, Agent(a) attesting to the resolutions of such party’s board of directors (or other similar body) authorizing its execution, delivery, and performance of this Agreement, (b) authorizing officers of such party to execute the same, (c) attesting to the incumbency and signatures of such specific officers of such party and (d) attesting to copies of such party’s Governing Documents, as amended, modified or supplemented to the date thereof; and (ii) resolutions of each Loan Party’s board of directors (or other similar body) authorizing its execution, delivery, and performance of the Reaffirmation and Consent; h. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or any Lenderrecorded and shall be in form and substance reasonably satisfactory to Agent. i. Agent shall have received in immediately available funds the Amendment Fee (as defined below).

CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) Agent shall have received the reaffirmation and consent of each Guarantor, attached hereto as Exhibit A, duly executed and delivered by an authorized official of such Guarantor; (c) Agent shall have received a copy of the Second Supplemental Indenture and each of the other material agreements entered into in connection with the issuance of the Supplemental New Domestic Notes and the Supplemental New Foreign Notes, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (d) Parent shall have provided Agent with evidence sufficient to demonstrate that the offering of the Supplemental New Domestic Notes and the Supplemental New Foreign Notes described in the New Indenture, as amended by the Second Supplemental Indenture, has closed; (e) Agent shall have received an amendment to the Intercreditor Agreement, in form and substance satisfactory to Agent; (f) Agent shall have received an opinion of Borrowers' and Guarantors' counsel regarding the transactions contemplated by the offering of the Supplemental New Domestic Notes and the Supplemental New Foreign Notes and in form and substance satisfactory to Agent; (g) Borrowers shall have paid to Agent, for the benefit of Lender Group, a fee in the amount of $100,000, which fee shall be fully earned when paid; (h) The representations and warranties in the Loan Agreement and the other Loan Documents, as ratified and adopted by Delta Search, Hudson Payroll and JMT Financial pursuant hereto Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except (i) to the extent that such representations and warranties relate solely to an earlier date; (ii) to the extent that such representations and warranties are modified herein; and (iii) that with respect to representations and warranties made as to locations of the Borrowers and Equipment, such representations and warranties that are subject to modification based upon the revised Schedules 5.3 and 5.5 to be delivered by Borrowers after the date of this Amendment); (b) Agent shall have received a certificate from the Secretary or Assistant Secretary of each of JMT Financial and Delta Search, attesting to the resolutions of each such entity’s directors or members, as applicable, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same; (c) Agent shall have received copies of the Governing Documents, as amended, modified, or supplemented to the date of this Amendment (the “Effective Date”) except for each of Hudson Payroll, JMT Financial and Delta Search, respectively, certified by a Director, the Secretary or Assistant Secretary of each such entity, respectively; (d) Agent shall have received a certificate of status with respect to each of JMT Financial and Delta Search, each dated within 15 days of the Effective Date, such certificate to be issued changes permitted by the appropriate officer of the jurisdiction of organization of JMT Financial and Delta Search, respectively, which certificate shall indicate that JMT Financial or Delta Search, respectively, is in good standing in such jurisdiction; (e) Agent shall have received certificates of status with respect to JMT Financial and Delta Search, respectively, each dated within 30 days of the Effective Date, such certificates to be issued by the appropriate officers of the jurisdictions (other than the jurisdiction of organization of such entities, respectively) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that each of JMT Financial and Delta Search, is in good standing in such jurisdictions, as applicable, provided, that if any such certificate is not available from the issuing jurisdiction on the Date, Agent shall have received on such date evidence satisfactory to Agent to the effect that JMT Financial or Delta Search, as applicable, has been qualified or licensed in such jurisdiction and Agent shall receive such certificate promptly after it becomes available from such issuing jurisdiction; (f) Agent shall have received such other agreements, instruments and documents as Agent may require to record and/or perfect security interests in the equity interests of Hudson Payroll, JMT Financial and Delta Search, respectively, including, without limitation, all certificates, if any exist, evidencing the equity interests of Hudson Payroll, JMT Financial and Delta Search, together with appropriate powers endorsed in blank; (g) Agent shall have received a Guaranty and Debenture executed by each member of HH UK, in form and content satisfactory to Agent; (h) Agent shall have received a certified copy of the board minutes or Board of Directors’ written resolutions for each member of HH UK attesting to the resolutions of each such entity’s directors authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same, in form and content satisfactory to AgentDocuments; (i) Agent shall have received a certificate from Directors of each member of HH UK confirming the authorized signatories of each such entity, in form and content satisfactory to Agent; (j) Agent shall have received a Blocked Account Agreement executed by Hudson Payroll and the financial institution at which it maintains its deposit accounts, in form and content satisfactory to Agent; (k) Agent shall have received all company searches as against Hudson Payroll, as required by Agent, and the results of which shall be satisfactory to Agent in all respects; (l) Agent shall have received an opinion of counsel to Hudson Payroll, JMT Financial and Delta Search pertaining to such matters as Agent may determine, in form and substance satisfactory to Agent; (m) After giving effect to the consents, waivers and amendments set forth herein, no No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and (nj) 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 BorrowerBorrowers, any Guarantor, AgentGuarantors, or any Lenderthe Lender Group.

CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the other Loan Documents, as ratified and adopted by Delta Search, Hudson Payroll and JMT Financial pursuant hereto Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except (i) to the extent that such representations and warranties relate solely to an earlier date; (ii) to the extent that such representations and warranties are modified herein; and (iii) that with respect to representations and warranties made as to locations of the Borrowers and Equipment, such representations and warranties that are subject to modification based upon the revised Schedules 5.3 and 5.5 to be delivered by Borrowers after the date of this Amendment); (b) Agent shall have received a certificate from such joinder and amendment documents as Agent shall require so that (i) MSC II has been joined as an additional Borrower to the Secretary or Assistant Secretary of Loan Agreement, (ii) BHR Joint Venture and BHPA has been joined as additional Guarantors to the Guaranty, and each of JMT Financial MSCII, BHR Joint Venture and Delta Search, attesting BHPA have become parties to the resolutions of each such entity’s directors or members, as applicable, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents Documents, (iii) Holdings has executed a limited recourse guaranty and a stock pledge agreement, (iv) the Stock of Parent acquired by Holdings, the Stock of MSC II, BHR and BHPA acquired by Parent is pledged to secure the Obligations and the certificates evidencing such Stock (together with appropriate Stock powers) are delivered to Agent, together with such other documents and opinions as Agent shall require in connection therewith, in each case, which each such party, respectively, is or is are in form and substance reasonably satisfactory to become a party and authorizing specific officers of each such entity, respectively, to execute the sameAgent; (c) Agent and BDI shall have received copies of the Governing Documents, as amended, modified, or supplemented executed and delivered a release with respect to the date of this Amendment (the “Effective Date”) for each of Hudson PayrollLoan Documents to which BDI is a party, JMT Financial which shall be in form and Delta Search, respectively, certified by a Director, the Secretary or Assistant Secretary of each such entity, respectivelysubstance satisfactory to Agent and BDI; (d) Agent shall have received a certificate true and correct copy of status (i) the Acquisition Agreement, the escrow agreement, the license agreement, the transition services agreement and all other agreements or documents executed in connection therewith, (ii) the supplemental indentures issued in connection with respect to the Indenture, (iii) the indenture governing the Discount Notes, and (iv) the indenture governing the Senior Unsecured Notes, in each of JMT Financial case, certified by a vice president and Delta Search, each dated within 15 days of the Effective Date, such certificate to be issued by the appropriate chief financial officer of Parent as being true, correct and complete copies thereof, as in effect on the jurisdiction of organization of JMT Financial and Delta Search, respectively, which certificate shall indicate that JMT Financial or Delta Search, respectively, is in good standing in such jurisdictiondate hereof; (e) Agent shall have received certificates the reaffirmation and consent of status with respect to JMT Financial each Guarantor and Delta SearchLimited Recourse Guarantor attached hereto as Exhibit A (the "Consent"), respectively, duly executed and delivered by an authorized official of each dated within 30 days Guarantor and of the Effective Date, such certificates to be issued by the appropriate officers of the jurisdictions (other than the jurisdiction of organization of such entities, respectively) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that each of JMT Financial and Delta Search, is in good standing in such jurisdictions, as applicable, provided, that if any such certificate is not available from the issuing jurisdiction on the Date, Agent shall have received on such date evidence satisfactory to Agent to the effect that JMT Financial or Delta Search, as applicable, has been qualified or licensed in such jurisdiction and Agent shall receive such certificate promptly after it becomes available from such issuing jurisdictionLimited Recourse Guarantor; (f) Agent shall have received such other agreements, instruments and documents as Agent may require to record and/or perfect security interests in the equity interests of Hudson Payroll, JMT Financial and Delta Search, respectively, including, without limitation, all certificates, if any exist, evidencing the equity interests of Hudson Payroll, JMT Financial and Delta Search, together with appropriate powers endorsed in blank; (g) Agent shall have received a Guaranty and Debenture executed by each member of HH UK, in form and content satisfactory to Agent; (h) Agent shall have received a certified copy of the board minutes or Board of Directors’ written resolutions for each member of HH UK attesting to the resolutions of each such entity’s directors authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents to which each such party, respectively, is or is to become a party and authorizing specific officers of each such entity, respectively, to execute the same, in form and content satisfactory to Agent; (i) Agent shall have received a certificate from Directors of each member of HH UK confirming the authorized signatories of each such entity, in form and content satisfactory to Agent; (j) Agent shall have received a Blocked Account Agreement executed by Hudson Payroll and the financial institution at which it maintains its deposit accounts, in form and content satisfactory to Agent; (k) Agent shall have received all company searches as against Hudson Payroll, as required by Agent, and the results of which shall be satisfactory to Agent in all respects; (l) Agent shall have received an opinion of counsel to Hudson Payroll, JMT Financial and Delta Search pertaining to such matters as Agent may determine, in form and substance satisfactory to Agent; (m) After giving effect to the consents, waivers and amendments set forth hereinthis Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and (ng) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, AgentLimited Recourse Guarantor, or any Lendermember of the Lender Group.