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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”): (a) The representations and warranties in the Loan Agreement and the Related Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date; (c) No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any governmental authority against Borrower, the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term Loan.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Agent shall have received an amendment fee of $50,000, which amendment fee shall be fully earned on the date hereof, shall be due and payable in full in cash on the date hereof, and shall be non-refundable when paid; (c) Agent shall have received the reaffirmation and consent of each Guarantor and Limited Recourse Guarantor attached hereto as Exhibit A (the “Consent”), duly executed and delivered by an authorized official of each Guarantor and of Limited Recourse Guarantor; (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (ce) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, any Guarantor, Limited Recourse Guarantor, or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (hereof: a. Lender shall have received this Amendment, duly executed by Borrower, and the date on which such conditions precedent are satisfied or waived same shall be in full force and effect; b. Lender shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit B, duly executed and delivered by each Subsidiary of Borrower that is listed on the signature pages thereof; c. Lender shall have received such collateral documents as Lender shall reasonably require to evidence the collateral assignment of any notes issued by Newco to Borrower, in form and substance reasonably satisfactory to Lender’s sole discretion , duly executed and delivered by Borrower and Lender, and the same shall be the “Third Amendment Effective Date”):in full force and effect; (a) d. The representations and warranties in the Loan Credit Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) e. No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third date of the effectiveness of this Amendment Effective Date;after giving effect to this Amendment; and (c) f. No injunction, writ, restraining order 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 Governmental Authority against Borrower, the Lender or any of their affiliates;. (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification g. All other documents and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender legal matters in connection with the Additional Term Loantransactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

CONDITIONS PRECEDENT TO 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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) Lender shall have received this Amendment, duly executed and delivered by Borrower; (b) Lender shall have received from Pledgee Lender an amendment to the Pledgee Lender Loan Agreement, duly executed and delivered by Pledgee Lender, which shall amend and restate in its entirety Section 8(p) of the Pledgee Lender Loan Agreement to read substantially similar to the amended and restated Section 8(t) set forth in this Amendment; (c) Borrower shall have paid Lender an amendment fee in an amount equal to $250,000 in immediately available funds, which fee shall be due and payable and earned in full on the date such fee is paid (and which fee shall not apply to the calculation of the Yield Maintenance Fees); (d) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);; and (b) No Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date; (ce) No injunction, writ, restraining order 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 Governmental Authority against Borrower, the Lender Borrower or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanLender.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):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 B, duly executed and delivered by an authorized official of such Guarantor; (c) Agent shall have received a schedule of the outstanding Indebtedness of Parent and its Subsidiaries detailing the particular section, subsection, or clause of the New Indenture permitting such outstanding Indebtedness, certified as of the date hereof by the chief financial officer of Parent on behalf of Parent as being a true, correct, and complete description of the same, which shall be in form and substance satisfactory to Agent; (d) Borrowers has paid to Agent, for the benefit of Lender Group, a fee in the amount of $25,000, which fee shall be fully earned when paid; (e) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and except for changes permitted by the Loan Documents; (bf) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cg) No injunction, writ, restraining order 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 Governmental Authority against BorrowerBorrowers, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):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 opinions of Borrowers' counsel required by Section 3.1(m) of the Loan Agreement, the form and substance of which shall be satisfactory to Agent; (c) Agent shall have received the reaffirmation and consent of each Guarantor, attached hereto as Exhibit B, duly executed and delivered by an authorized official of such Guarantor; (d) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and except for changes permitted by the Loan Documents; (be) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against BorrowerBorrowers, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) Agent shall have received for its own account an amendment fee in the amount of $50,000, which amendment fee shall be fully earned as of the date hereof and shall not be subject to refund, rebate or proration for any reason whatsoever; (b) Agent shall have received a copy of a waiver of the EBITDA Cross-Default and the Note Payment Default, in form and substance satisfactory to Agent in its sole discretion, duly executed by the Investors and certified as true and correct and in full force and effect by an authorized officer of Parent; (c) Agent shall have received copies of the Amended and Restated Notes, in form and substance satisfactory to Agent in its sole discretion, duly executed by Parent and certified as true and correct and in full force and effect by an authorized officer of Parent; (d) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (be) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, the Lender Agent, or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanLender.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Except for the Designated Event of Default, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Datedate of the effectiveness of this Amendment; (c) No injunction, writ, restraining order 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 Governmental Authority against Borrower, Borrowers or the Lender or any of their affiliates;Group; and (d) No material adverse change in Borrowers pay Agent a non-refundable fee of $25,000 (the financial or operating condition “Waiver Fee”); upon Agent’s receipt of a copy of this Amendment executed by Borrowers, Agent shall be authorized to charge Borrowers’ Loan Account the Waiver Fee, which Waiver Fee shall be non-refundable when charged; provided, however, that if Borrowers extend the credit facility provided by the Loan Agreement for a period of no less than three (3) years on terms satisfactory to Borrower shall have occurred; (e) Borrower shall have delivered to and the Lender Group (the Ratification and Consent“Extension”), then the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower Waiver Fee shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused be deemed to be executed and delivered, all documents requested by Lender a partial payment of the extension fee charged in connection with the Additional Term LoanExtension, as and when such extension fee is due and payable.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) Borrower shall have paid Agent an amendment fee in the amount of $250,000; (b) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (bc) 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 each Guarantor; (d) Agent shall have received the confirmation, acknowledgement and consent of CPI Canada, attached hereto as Exhibit B, duly executed and delivered by an authorized official of CPI Canada; (e) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Datedate of the effectiveness of this Amendment; (cf) No injunction, writ, restraining order 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 Governmental Authority against Borrower, any Obligor or the Lender or any of their affiliatesGroup; (dg) No material adverse change in the financial or operating condition of Borrower Agent shall have occurred; (e) Borrower shall have delivered received an opinion of Obligors' counsel in form and substance satisfactory to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013Lenders; and (gh) Borrower Agent shall have received, for each of the Mortgages referred to in Section 4(a) of this Amendment, the Modification and Ratification (collectively, the "Mortgage Amendments"), substantially in the form attached hereto as Exhibit R-2, duly executed and delivered, delivered by Agent and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term Loanapplicable Obligor.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Agent shall have received the reaffirmation and consent of each Guarantor and Limited Recourse Guarantor attached hereto as Exhibit A (the “Consent”), duly executed and delivered by an authorized official of each Guarantor and of Limited Recourse Guarantor; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cd) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, any Guarantor, Limited Recourse Guarantor, or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (hereof: a. Lender shall have received this Amendment, duly executed by Borrower, and the same shall be in full force and effect; b. Lender shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit A, duly executed and delivered by each Subsidiary of Borrower that is listed on the signature pages thereof; c. Lender shall have received the Broker/Dealer Guaranty, dated as of the date on which such conditions precedent are satisfied or waived in hereof, duly executed by Borrower, and the Lender’s sole discretion same shall be in full force and effect; d. Lender shall have received that certain Amendment Number One to General Continuing Guaranty, dated as of the “Third Amendment Effective Date”):date hereof, duly executed by Guarantor, and the same shall be in full force and effect; (a) e. The representations and warranties in the Loan Credit Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) f. No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third date of the effectiveness of this Amendment Effective Date;after giving effect to this Amendment; and (c) g. No injunction, writ, restraining order 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 Governmental Authority against Borrower, the Lender or any of their affiliates;. (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification h. All other documents and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender legal matters in connection with the Additional Term Loantransactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Lender.

CONDITIONS PRECEDENT TO 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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) Lender shall have received this Amendment, duly executed by Borrower, and the same shall be in full force and effect; (b) Lender shall have received a reaffirmation and consent substantially in the form attached hereto as Exhibit B, duly executed and delivered by each Subsidiary of Borrower that is listed on the signature pages thereof. (c) Lender shall have received an updated 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; (d) Borrower shall have paid to Lender the Amendment Fee in immediately available funds; (e) The representations and warranties in the Loan Credit Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (bf) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third date of the effectiveness of this Amendment Effective Date;after giving effect to this Amendment; and (cg) No injunction, writ, restraining order 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 Governmental Authority against Borrower, the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term Loan.

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 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 a reaffirmation and consent (the date on which such conditions precedent are satisfied or waived “Reaffirmation and Consent”) substantially in the Lender’s sole discretion shall be form attached hereto as Exhibit A, duly executed and delivered by each Person that is listed on the “Third Amendment Effective Date”):signature pages thereof; (a) c. The representations and warranties in the Loan Credit Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date)) after giving effect to this Amendment and the Disclosure Statement Update; (b) d. No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third date of the effectiveness of this Amendment Effective Dateafter giving effect to this Amendment and the Disclosure Statement Update; (c) e. No injunction, writ, restraining order 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 Governmental Authority against Borrower, the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed f. All other documents and delivered, and caused to be executed and delivered, all documents requested by Lender legal matters in connection with the Additional Term Loantransactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Agent shall have received the Eighth Amendment Fee, which fee shall be fully earned on the date hereof, shall be due and payable in full in cash on the date hereof, and shall be non-refundable when paid; (c) Agent shall have received the reaffirmation and consent of Parent attached hereto as Exhibit A (the “Consent”), duly executed and delivered by an authorized official of Parent; (d) Borrower shall have remitted to Agent, in immediately available funds, all unpaid legal fees, costs and expenses which are payable in connection with this Amendment and any other Loan Document; (e) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, any Guarantor, Limited Recourse Guarantor, or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):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 C, duly executed and delivered by an authorized official of such Guarantor; (c) Agent shall have received a schedule of the outstanding Indebtedness of Parent and its Subsidiaries detailing the particular section, subsection, or clause of the New Indenture permitting such outstanding Indebtedness, certified as of the date hereof by the chief financial officer of Parent on behalf of Parent as being a true, correct, and complete description of the same, which shall be in form and substance satisfactory to Agent; (d) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and except for changes permitted by the Loan Documents; (be) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against BorrowerBorrowers, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit B (the “Consent”), duly executed and delivered by an authorized official of each Guarantor; (c) Agent shall have received the Amendment Number One to Subordination Agreement, duly executed and delivered by the parties thereto; (d) After giving effect to this Amendment, no Default or Event of Default (other than the Potential Event of Default) shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Datedate of the effectiveness of this Amendment; (ce) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, any Guarantor or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.;Group; and (f) Borrower shall have executed All other documents and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender legal matters in connection with the Additional Term Loantransactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):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 indenture and each of the other material agreements entered into in connection with the issuance of the PAHC Notes, each of which shall be in form and substance satisfactory to Agent; (d) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and except for changes permitted by the Loan Documents; (be) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against BorrowerBorrowers, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (hereof: a. Agent shall have received this Amendment, duly executed by Borrower, and the date on which such conditions precedent are satisfied or waived same shall be in full force and effect; b. Agent shall have received a reaffirmation and consent substantially in the Lender’s sole discretion shall be form attached hereto as Exhibit A, duly executed and delivered by each Subsidiary of Borrower that is listed on the “Third Amendment Effective Date”):signature pages thereof; (a) c. The representations and warranties in the Loan Credit Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) d. No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third date of the effectiveness of this Amendment Effective Dateafter giving effect to this Amendment; (c) e. No injunction, writ, restraining order 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 Governmental Authority against Borrower; f. Agent shall have received the following documents, duly executed and delivered by such parties, and each in form and substance satisfactory to Agent: (i) a Joinder No. 2 to the Lender or any Intercompany Subordination Agreement and Stock Pledge Agreement, dated as of their affiliatesthe date hereof (“Joinder No. 2”), by and among Agent, each New Loan Party and the other Loan Parties, together with the original stock certificates, if any, representing all of the Stock of the New Loan Parties, accompanied by undated stock powers/transfer forms executed in blank, in each case, in form and substance satisfactory to Agent and the same shall be in full force and effect; (dii) No material adverse change Security Agreements, dated as of the date hereof (each, a “Security Agreement”), by each New Loan Party, JMP Credit Advisors LLC, JMP Asset Management LLC (collectively, the “Transaction Parties”), and Agent, which shall be in the financial or operating condition of Borrower shall have occurredfull force and effect; (eiii) Borrower shall have delivered a financing statement to be filed in the office of the Secretary of State against each New Loan Party to perfect the Agent’s Liens in and to the Lender the Ratification and Consent, the form Collateral of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.such New Loan Party; (fiv) Borrower Guaranties with respect to obligations under the Credit Agreement, by each New Loan Party in favor of Agent (each, a “Guaranty”), and Guaranties with respect to obligations under the Note Agreement, by each of the Transaction Parties in favor of CNB (each, a “Broker/Dealer Guaranty”), in each case, in form and substance satisfactory to Agent which shall have executed be in full force and delivered this Amendment effect; (v) an Officer’s Certificate from the secretary of each Transaction Party, dated as of the date hereof, (a) attesting to the Lender by no later than December 31resolutions of such party’s board of directors (or other similar body) authorizing its execution, 2013delivery, and performance of this Agreement and of Joinder No. 2, the Security Agreements, the Guaranties and the Broker/Dealer Guaranties to which such party is or will become a party, (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 (iv) attesting to copies of such party’s Governing Documents, as amended, modified or supplemented to the date thereof; and (gvi) Borrower shall have executed and delivereda certificate of status with respect to each party, and caused dated as of a recent date, such certificate to be executed issued by the appropriate officer of the jurisdiction of organization of such party, which certificate shall indicate that such party is in good standing in such jurisdiction. g. All other documents and delivered, all documents requested by Lender legal matters in connection with the Additional Term Loantransactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The Administrative Agent shall have received this Amendment, duly executed and delivered by the Lenders and the Borrower, and the same shall be in full force and effect; (b) Administrative Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A (the “Consent”), duly executed and delivered by such Guarantor; (c) Within 45 days of the date hereof, Administrative Agent shall have received that certain Amendment to Security Agreement, in form and substance satisfactory to Administrative Agent, duly executed and delivered by the Borrower and the Restricted Subsidiaries, and the same shall be in full force and effect; (d) Within 45 days of the date hereof, Administrative Agent shall have received the Mortgage Amendments, duly executed and delivered by the Borrower, and the same shall be in full force and effect; (e) Administrative Agent shall have received that certain Amendment to Amended and Restated Fee Letter, dated concurrently herewith, in form and substance satisfactory to Administrative Agent, duly executed and delivered by the Borrower, and the same shall be in full force and effect: (f) After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement Credit Agreement, and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (bg) No After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (ch) No injunction, writ, restraining order 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 Governmental Authority against the Borrower, any Guarantor, or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):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 B, duly executed and delivered by an authorized official of such Guarantor; (c) Agent shall have received a schedule of the outstanding Indebtedness of Parent and its Subsidiaries detailing the particular section, subsection, or clause of the New Indenture permitting such outstanding Indebtedness, certified as of the date hereof by the chief financial officer of Parent on behalf of Parent as being a true, correct, and complete description of the same, which shall be in form and substance satisfactory to Agent; (d) Borrowers has paid to Agent, for the benefit of Lender Group, a fee in the amount of $50,000, which fee shall be fully earned when paid; (e) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and except for changes permitted by the Loan Documents; (bf) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cg) No injunction, writ, restraining order 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 Governmental Authority against BorrowerBorrowers, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The After giving effect to this Amendment, the representations and warranties in this Amendment, the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit B (the “Consent”), duly executed and delivered by an authorized official of each Guarantor; (c) Agent shall have received a certificate of status with respect to each Borrower and each Guarantor, dated within 10 days of the date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdiction; (d) Agent shall have received a certificate from the secretary of Parent certifying that, except as disclosed therein, the Governing Documents of the Borrowers and the Guarantors have not been amended since the Closing Date; (e) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against any Borrower, any Guarantor or any member of the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (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 Guarantor; (c) Agent shall have received true, correct and complete copies of the Purchase Agreement and all other agreements or other documents executed or delivered in connection therewith, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof, which agreements and other documents shall be in form and substance reasonably satisfactory to Agent; (d) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (ce) No injunction, writ, restraining order 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 Governmental Authority against Borrower, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (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 Guarantor; (c) Agent shall have received a true and correct copy of the Purchase Agreement, together with all schedules thereto and each other agreement which is executed in connection therewith, which shall be in form and substance reasonably satisfactory to Agent; (d) Concurrent with the consummation of the transactions evidenced by the Purchase Agreement, Agent shall have received 100% of the net cash proceeds thereof in accordance with the terms of the Loan Agreement; (e) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Date;date of the effectiveness of this Amendment; and (cf) No injunction, writ, restraining order 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 Governmental Authority against Borrower, Guarantors, or the Lender or any of their affiliates; (d) No material adverse change in the financial or operating condition of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent, the form of which is attached as Exhibit I, executed by Signature Credit Partners, Inc.; (f) Borrower shall have executed and delivered this Amendment to the Lender by no later than December 31, 2013; and (g) Borrower shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term LoanGroup.

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 (the date on which such conditions precedent are satisfied or waived in the Lender’s sole discretion shall be the “Third Amendment Effective Date”):hereof: (a) The representations and warranties in the Loan Agreement and the Related other Loan Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the Third Amendment Effective Datedate of the effectiveness of this Amendment; (c) No injunction, writ, restraining order 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 Governmental Authority against Borrower, Borrower or the Lender or any of their affiliates;Group; and (d) No material adverse change Lender shall have received from Borrower an amendment fee (the "Amendment Fee") in the financial or operating condition amount of Borrower shall have occurred; (e) Borrower shall have delivered to the Lender the Ratification and Consent$35,000, the form receipt of $15,000 of which is attached as Exhibit I, hereby acknowledged. Upon Agent's receipt of a copy of this Amendment executed by Signature Credit PartnersBorrowers, Inc.; (f) Borrower Agent shall have executed and delivered this be authorized to charge Borrowers' Loan Account the amount of $20,000, constituting the unpaid balance of the Amendment to the Lender by no later than December 31, 2013Fee; and (g) Borrower said $20,000 shall have executed and delivered, and caused to be executed and delivered, all documents requested by Lender in connection with the Additional Term Loannon-refundable when charged.