Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date first above written (the “Amendment Effective Date”) when, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of only when, the following conditions is have been satisfied (or waived in accordance with Section 10.2). The by the Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or received, in immediately available funds, to the extent invoiced prior to the Closing Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including including, but not limited to, the reasonable fees, charges fees and disbursements expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, Borrowers hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerDocument. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to received the Borrower and its Subsidiariesfollowing documents, including but not limited to review each document being dated the date of receipt thereof by the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) which date shall have received be the followingsame for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) a counterpart either (A) counterparts of this Agreement signed Amendment duly executed by each of the Borrowers, the Majority Lenders, the Administrative Agent and the Fronting Banks or on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this AgreementAmendment) that such party has parties have signed a counterpart counterparts of this AgreementAmendment; (ii) a duly executed Senior Revolving Credit Note payable copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (ii) and the Lenders party hereto acknowledge receipt of each Lendersuch Disclosure Document); (iii) duly executed originals an opinion of each Control Agreement with respect to all deposit accountsXxxxx X. Xxxxxx, securitiesAssociate General Counsel of FirstEnergy Service Company, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.counsel for the Borrowers; (iv) an opinion of Xxxxx Day, special counsel for the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the BorrowerBorrowers; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory good standing certificates with respect to FET issued no earlier than fifteen (15) days prior to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyAmendment Effective Date; (vi) certified copies of (A) the articles or certificate resolutions of incorporationthe Board of Directors of each Borrower approving this Amendment, certificate of organization or limited partnershipthe Amended Agreement and the other Loan Documents being executed and delivered in connection with this Amendment to which such Borrower is, or is to be, a party and (B) all documents evidencing any other registered organizational documents of each necessary corporate action with respect to this Amendment, the Amended Agreement and such other Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationDocuments; (vii) a favorable written opinion certificate of Txxxxxxx & Knight LLP, counsel the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to the Loan Parties, addressed to the Administrative Agent sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the LendersOrganizational Documents of such Borrower, in each case as in effect on such date, and covering (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including such matters relating to Borrower’s Approval) required for the Loan Partiesdue execution, delivery and performance by such Borrower of this Amendment, the Amended Agreement and each other Loan Documents Document being executed and the transactions contemplated therein as the Administrative Agent delivered in connection with this Amendment to which such Borrower is, or the Required Lenders shall reasonably request;is to become, a party; and (viii) a certificate of an Authorized Officer of each Borrower (the statements in the form of Exhibit 3.1(c)(viii)which shall be true) certifying that, dated the Closing Date both before and signed by a Responsible Officerafter giving effect to this Amendment, certifying that (xA) no Default or event has occurred and is continuing that constitutes an Event of Default exists, or an Unmatured Default with respect to such Borrower (yother than the Relevant Events of Default) and (B) all representations and warranties of each Loan Party set forth such Borrower contained in the Amended Agreement and each other Loan Documents Document to which such Borrower is a party are true and correct and in all material respects (z) since or, in the date case of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had any such representation or could reasonably be expected to have a warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date); (ixc) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods The Administrative Agent shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurancereceived evidence, in form and detail acceptable substance satisfactory to the Administrative Agent, describing that any defaults related to the types and amounts of insurance (property and liability) covering any occurrence of the tangible insurable Collateral maintained by the Loan PartiesNoncompliance Event under any agreements or instruments evidencing any existing Indebtedness of FE exceeding (or with undrawn commitments exceeding) $100,000,000 have been waived, in each case naming and FET shall have certified to the Administrative Agent as additional insured;and the Lenders that no such defaults (other than such defaults that have been waived) exist. (xii) a certificateFET shall have executed and delivered to the Administrative Agent the fee letter agreement, dated the Closing Date date hereof, between FET and signed by the chief financial officer Administrative Agent and (ii) FET shall have paid (or caused to be paid) to the Administrative Agent, in immediately available funds, all of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents;fees payable in accordance with such fee letter agreement. (xiie) copies of 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 audited consolidated financial statements for Patriot Act and the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are boundBeneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy Agent on behalf of any Lender prior to the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders date hereof, subject to make Loans and the obligation satisfaction of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid receipt by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent of counterparts of this Amendment (whether by facsimile or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.otherwise) executed by each of the parties hereto; (b) The receipt by the Administrative Agent of a written search report reasonably satisfactory to the Administrative Agent listing all effective financing statements that name each New Originator as debtor or seller and that are filed in all jurisdictions in which filings may be made against such New Originator pursuant to the applicable UCC, together with copies of such financing statements, and written tax, ERISA and judgment lien search reports that name any New Originator reasonably satisfactory to the Administrative Agent in such other jurisdictions that the Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiariesreasonably request; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested receipt by the Administrative Agent in order to perfect such Liensof good standing certificates of the Performance Guarantor, the Buyer and the Servicer duly executed certified by the Borrower and the Subsidiary Guarantors, applicable Secretary of State (Bor similar official) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any state of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrowerorganization; (vd) a certificate receipt by the Administrative Agent of certificates of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory the Performance Guarantor, the Buyer and the Servicer certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it on and after the date hereof; (e) receipt by the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title favorable opinions regarding non-consolidation and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, sale matters addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurancePurchasers, in form and detail acceptable substance reasonably satisfactory to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xivf) receipt by the Administrative Agent of a copy of each New Originator Subordinated Note, duly executed Intercreditor Agreementby the Buyer; (g) the cancellation and return to the Buyer (with a copy to the Administrative Agent) of each Released Originator Note; (h) receipt by each Released Originator of such Released Originator’s portion of the Released Originators Purchase Price in accordance with Section 7 of this Amendment; and (xvi) duly executed copy receipt by the Administrative Agent of such other documents, instruments and opinions as the New Treasury Credit Agreement and Administrative Agent may reasonably request prior to the documents executed in connection therewithdate hereof.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by or on behalf of the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as the Sole Lead Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counselcounsel on its behalf) shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of (A) this Agreement signed duly executed and delivered by or on behalf of each party hereto hereto, (B) the Fund A Assignment duly executed and delivered by or written evidence satisfactory on behalf of each party thereto and (C) the Fund D Assignment duly executed and delivered by or on behalf of each party thereto (in each case including any counterpart delivered by facsimile transmission or by electronic mail in pdf format pursuant to Section 10.8 or pursuant to similar provisions in the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAssignments); (ii) a the Guaranty and Security Agreement, duly executed Senior Revolving Credit Note payable to and delivered by the Borrower and each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee AgreementGuarantors, together with (A) UCC UCC-1 financing statements and other applicable documents under the laws of the all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed authorized by the Borrower and the Subsidiary GuarantorsLoan Parties, (B) copies of favorable UCC, tax, tax and judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors Loan Parties as requested by the LendersAdministrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted EncumbrancesEncumbrances and Liens to be released on the Closing Date, and (C) a Perfection Certificate duly completed original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (subject in all respects to the definition of Excluded Assets) and (D) stock or membership interest powers or other appropriate instruments of transfer executed by the Borrowerin blank; (viii) the Fund A Omnibus Mortgage Amendment, Fund D Omnibus Mortgage Amendment, the Fund A Mortgage Assignments and the Fund D Mortgage Assignments, in each case duly executed and delivered by the applicable parties thereto; (iv) a certificate of the Secretary or Assistant Secretary a Responsible Officer of each Loan Party in a form satisfactory to (or of the Administrative Agentgeneral partner or managing member of such Loan Party), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyparty on behalf of such Loan Party; (viv) certified copies of the articles or certificate of incorporation, certificate of organization organization, formation or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required Party’s failure to be qualified to do business as a foreign corporationorganization could reasonably be expected to have a Material Adverse Effect; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiivi) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (z) since the date of the most recent audited financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vii) certified copies of all Material Agreements; (viii) a favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (ix) [reserved]; (x) a duly executed and delivered Notice of Borrowing for any initial Revolving Borrowing; (xi) a duly executed and delivered funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof and of the IPO and the Formation Transactions; (xii) (A) copies of the audited financial statements for the Predecessor Funds and their Subsidiaries for the fiscal years of the Predecessor Funds ended 2012 and 2013, (B) the internally prepared financial statements of the Predecessor Funds and their Subsidiaries for the six-month period ended June 30, 2014, (C) financial projections for the period from October 1, 2014 through December 31, 2014 and for each of the Fiscal Years ending 2015, 2016, 2017, 2018 and 2019, and (D) a pro forma balance sheet of the Borrower and its Restricted Subsidiaries as of the Closing Date; (xiii) a duly completed, duly executed and delivered Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of the Closing Date, calculated on a Pro Forma Basis and for the Fiscal Quarter ended on September 30, 2014, in each case, as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) a certificate, dated the Closing Date and duly executed and delivered by a Responsible Officer, confirming that the Loan Parties, on a consolidated basis, are Solvent after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xv) an Assignment Endorsement and a Modification Endorsement to one existing title insurance policy, selected by the Administrative Agent in its sole discretion, in each state (other than the State of Texas) in which any Mortgaged Property under the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the Formation Transactions is located, insuring that the Assigned Existing Mortgage covered thereby, as amended by the Fund A Omnibus Mortgage Amendment or the Fund D Omnibus Mortgage Amendment, as applicable, grants valid and enforceable mortgage Liens in favor of the Administrative Agent on the Mortgaged Property covered by such Assigned Existing Mortgage; (xvi) access to digital copies of any existing Phase I Environmental Site Assessment Reports that the Predecessor Funds, the Fund A Subsidiaries or the Fund D Subsidiaries have and that cover properties subject to any Existing Mortgage with respect to the Formation Transactions; (xvii) copies of the duly executed letters in connection with the Assignments, in form and substance reasonably satisfactory to the Administrative Agent, executed by the administrative agent under each Existing Credit Agreement, together with (a) UCC-3 assignments or other appropriate termination statements, in form and substance satisfactory to the Administrative Agent, either assigning or releasing all liens of the Existing Lenders upon any of the personal property of the Predecessor Funds, the Fund A Subsidiaries and the Fund D Subsidiaries, (b) assignments, cancellations or releases, in form and substance reasonably satisfactory to the Administrative Agent, assigning or releasing all liens of the Existing Lenders upon any of the Real Property of the Predecessor Funds , the Fund A Subsidiaries and the Fund D Subsidiaries that is being transferred to the Borrower and its Subsidiaries, and (c) any other assignments, releases, terminations or other documents reasonably required by the Administrative Agent to evidence the assignment of the Existing Debt; (xviii) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with a lender’s loss payable endorsement in form and substance reasonably satisfactory to the Administrative Agent; (xix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation Material Agreement of each any Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, including the Assignments, the IPO and the Formation Transactions, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Commitments or any transaction being financed with the proceeds thereof shall be ongoing;; and (xxx) certificates the Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the Closing Date (or such later date as approved by the Administrative Agent in its sole discretion) all documentation and other information required by regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (c) All conditions precedent to the IPO and the Formation Transactions, other than the funding of insurancethe Loans, shall have been satisfied, and the IPO and the Formation Transactions shall be consummated substantially contemporaneously with the closing and funding of the Loans in accordance with the initial confidential filing of the Form S-11 of the MLP made on August 6, 2014 without alteration, amendment, supplement, modification or other change adverse to the Lenders except as approved in writing by the Administrative Agent (such approval not to be unreasonably withheld or delayed). The Administrative Agent (or its counsel on its behalf) shall have received certified copies of all material documentation related to the IPO and the Formation Transactions, each in form and detail acceptable substance reasonably satisfactory to the Administrative Agent, describing . Without limiting the types and amounts of insurance (property and liability) covering any generality of the tangible insurable Collateral maintained provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by the Loan Parties, in each case naming or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured; (xi) a certificate, dated shall have received notice from such Lender prior to the proposed Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and specifying its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithobjection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until on the date on which each Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Datemultiple original counterparts, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to as requested by the Administrative Agent) required to be reimbursed or paid , of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower hereunderBorrower, under any other Loan Document and under any agreement with the Guarantor, the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxAgent, Inc.the Issuing Lender, as Arrangereach of the Lenders, the Assignors, and the Assignees. (b) The Administrative Agent shall have completed received an amended and restated Note payable to each Lender requesting an amended and restated Note in the amount of its Commitment, after giving effect to this Agreement, duly and validly executed and delivered by a duly authorized officer of the Borrower. (c) The Borrower shall have paid (i) to the Administrative Agent all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 10.1 of the Credit Agreement and (ii) all other fees and expenses as agreed in writing. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) not less than 80% (by PV10) of the Credit Parties’ Proven Reserves evaluated in the most recently delivered Engineering Report and (ii) that the Credit Parties have good and marketable title to their Oil and Gas Properties, subject to no other Liens (other than Permitted Liens). (f) The Administrative Agent shall have received the following, duly executed by all due diligence the parties thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i. a certificate from a Responsible Officer of the Borrower and the Parent dated as of the Effective Date stating that as of such date (A) all representations and warranties of any Credit Party set forth in this Agreement and in each of the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties contained in Section 4.20 of the Credit Agreement and any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties contained in Section 4.20 of the Credit Agreement and any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date, (B) no Default has occurred and is continuing and (C) the secretary’s certificate delivered in connection with the Credit Agreement remains, with respect to the Borrower and its Subsidiariesthe Guarantor, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectall material respects; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations This Agreement shall become effective on and as of the Lenders to make Loans and first date (the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date “Closing Date”) on which each of the following conditions is satisfied (precedent have been or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.are deemed to have been satisfied: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) Lender shall have received the following, each dated the Closing Date, in form and substance satisfactory to the Lender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory The Note payable to the Administrative Agent (which may include telecopy transmission order of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe Lender; (ii) a duly executed Senior Revolving Credit Note payable The pledge agreement, in substantially the form of Exhibit B hereto (as amended, supplemented or otherwise modified from time to each Lender; (iii) duly executed originals of each Control Agreement time in accordance with respect to all deposit accountsthe terms hereof and thereof, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee “Pledge Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens”), duly executed by the Borrower Borrower, together with proper Form UCC-1 financing statements under the Uniform Commercial Code to be filed with the Secretary of State of Delaware, covering the Pledged Collateral, in each case completed in a manner satisfactory to the Lender and in the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names case of the Borrower and the Subsidiary Guarantors requested by the LendersPledge Agreement, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (iii) A certificate of an authorized officer of the managing member of the Borrower certifying the names and true signatures of the officers of the managing member of the Borrower authorized to sign on behalf of the Borrower this Agreement and the other Loan Documents and the other documents to be delivered hereunder and thereunder; (iv) A favorable opinion of Dechert, counsel for the Borrower, addressing such matters as Lender may reasonably request; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form Evidence reasonably satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of Lender that (A) the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing Borrower has received capital contributions concurrently with the execution, delivery and performance making of the Loan Documents to which enable it is a party and certifying to purchase the nameapplicable Permitted Investment within two Business Days of the Closing Date, title and true signature in an amount equal to not less than 12.5% of each officer the amount of such Permitted Investment (it being agreed that a duly executed and delivered Borrower’s Certificate with respect to such Permitted Investment shall constitute “reasonably satisfactory evidence” of the receipt of such capital contributions) or (B) documentation for any expenses to be paid with such Loan Party executing the Loan Documents to which it is a partyas permitted by Section 5.5; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationAn executed Borrower’s Certificate; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel All fees and expenses owing to Lender pursuant to Section 8.4 for which invoices have been presented to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestBorrower; (viii) a certificate in the form The results of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of recent lien searches with respect to the Borrower described in Section 4.4, there and such searches shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectnot reveal any liens other than Permitted Liens; (ix) certified copies of all consentsAll documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with including the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing;USA Patriot Act; and (x) Such other agreements, instruments certificates or other information as the Lender may reasonably request. (b) Each of insurance, in form the representations and detail acceptable warranties made by the Borrower under or pursuant to the Administrative Agent, describing the types Loan Documents shall be true and amounts of insurance (property correct in all material respects on and liability) covering any as of the tangible insurable Collateral maintained by the Loan PartiesClosing Date, in each case naming the Administrative Agent as additional insured;if made on and as of such date. (xic) a certificateNo event shall have occurred and be continuing, dated or shall result from the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies borrowing of the audited consolidated financial statements for Loans or from the Borrower and its subsidiaries for the Fiscal Year ending December 31application of proceeds therefrom, 2010; (xiii) certified copies that shall constitute a Default or Event of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithDefault.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date first above written (the “Amendment Effective Date”) when, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of only when, the following conditions is have been satisfied (or waived in accordance with Section 10.2). The by the Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or received, in immediately available funds, to the extent invoiced prior to the Closing Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including including, but not limited to, the reasonable fees, charges fees and disbursements expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, Borrowers hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerDocument. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to received the Borrower and its Subsidiariesfollowing documents, including but not limited to review each document being dated the date of receipt thereof by the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) which date shall have received be the followingsame for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) a counterpart either (A) counterparts of this Agreement signed Amendment duly executed by each of the Borrowers, the Majority Lenders, the Administrative Agent, the Fronting Banks and the Swing Line Lender or on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this AgreementAmendment) that such party has parties have signed a counterpart counterparts of this AgreementAmendment; (ii) a duly executed Senior Revolving Credit Note payable to each Lenderan opinion of Xxxxx X. Xxxxxx, Associate General Counsel of FirstEnergy Service Company, counsel for the Borrowers; (iii) duly executed originals an opinion of each Control Agreement with respect to all deposit accountsXxxxx Day, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.special counsel for the Borrowers; and (iv) certified copies of (A) the duly executed Security Agreement resolutions of the Board of Directors of each Borrower approving this Amendment and reafffirmation the DPA (as defined in and referred to in Schedule 1 hereto) and all other documents delivered pursuant thereto or in connection therewith and (B) all documents evidencing any other necessary corporate action with respect to any Subsidiary Guarantee Agreement, together with this Amendment and the DPA (Aas defined in and referred to in Schedule 1 hereto) UCC financing statements and such other applicable documents under the laws delivered pursuant thereto or in connection therewith. (c) The Administrative Agent shall have received copies of the jurisdictions with respect executed DPA (as defined in and referred to the perfection of the Liens granted under the Security Agreementin Schedule 1 hereto) and all other documents delivered pursuant thereto or in connection therewith, as requested by in each case in form and substance satisfactory to the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Majority Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower;. (vd) a certificate of the Secretary or Assistant Secretary of each Loan Party The Administrative Agent shall have received evidence, in a form and substance satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and that any defaults related to the occurrence of the resolutions Noncompliance Event under any agreements or instruments evidencing any existing Indebtedness of its boards any Borrower or any Significant Subsidiary of directors, any Borrower exceeding (or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing with undrawn commitments exceeding) $100,000,000 have been waived (other than in the execution, delivery and performance case of the Loan Documents to Global Mining Facility (as defined below) which it is a party waiver thereof shall only be executed on the date hereof by the required lenders thereunder as set forth in paragraph (e) below), and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) FE shall have certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each the Lenders that no such defaults (other than such defaults that have been waived) exist. (e) The Administrative Agent shall have received a copy of a waiver providing that any defaults related to the occurrence of the LendersNoncompliance Event under that certain Credit Agreement, dated as of October 18, 2012 (as amended, restated or otherwise modified from time to time), among Global Mining Holding Company, LLC, as borrower, the lenders party thereto, and covering such matters relating The Huntington National Bank (as successor to MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.)), as administrative agent and collateral agent, and the Loan Partiesloan documents related thereto and facilities contemplated thereunder (collectively, the Loan Documents “Global Mining Facility”), have been waived, together with the irrevocably executed signature pages of the required lenders thereunder, and written confirmation by the transactions contemplated therein as administrative agent thereunder that all such signature pages have been released from escrow. (i) FE shall have executed and delivered to the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii)fee letter agreement, dated the Closing Date date hereof, between FE and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct Administrative Agent and (zii) since the date of the financial statements of the Borrower described in Section 4.4, there FE shall have been no change which has had paid (or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable caused to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (xpaid) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any in immediately available funds, all of the tangible insurable Collateral maintained by the Loan Partiesfees payable in accordance with such fee letter agreement. (g) FE shall have paid a 15 basis point consent fee to each consenting Lender that executes this Amendment on or prior to July 19, in 2021 and a 7.5 basis point consent fee to each case naming the consenting Lender that executes this Amendment after July 19, 2021 and on or prior to July 20, 2021. (h) The Administrative Agent as additional insured; (xi) a certificateshall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, dated including, without limitation, the Closing Date Patriot Act and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are boundBeneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy Agent on behalf of any Lender prior to the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations This Fifth Amendment will become effective as of the Lenders to make Loans and date hereof upon receipt by the obligation Administrative Agent of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.following: (a) The Administrative Agent shall have received all fees a fully-executed original counterparts of this Fifth Amendment executed by the Borrower, the Lenders and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.; (b) The the receipt by the Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio a signed certificate from a Responsible Officer of the Borrower in form and its Subsidiariessubstance satisfactory to the Administrative Agent and dated the date hereof certifying (i) as to the incumbency of, and bearing manual specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this Third Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated July 15, 2019 and delivered to the Administrative Agent pursuant to Section 2(b) of the Amendment No. 3 to the Credit Agreement dated as of July 15, 2019 by and among the Borrower, the Lenders and the Administrative Agent the (the “Third Amendment Closing Certificate”), remain authorized to execute and take actions under this Fifth Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the Third Amendment Closing Certificate), (iii) and attaching the Custody Agreement of the Borrower (or a certification from such Responsible Officer that no changes have been made to the Custody Agreement delivered to the Administrative Agent and attached to the Third Amendment Closing Certificate), (iv) to and attaching a copy of the resolutions of the board of trustees of the Borrower (the “Resolutions”) approving and adopting this Fifth Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (v) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Borrower herein, in the Credit Agreement and each of the other Loan Documents are true and correct on and as of the date hereof, and with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (2) no Default or Event of Default has occurred and is continuing; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, and legal existence for the Borrower issued as may be available of a recent date from the Secretary of State of the jurisdiction Commonwealth of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationMassachusetts; (viid) a favorable written legal opinion dated as of Txxxxxxx & Knight LLPthe date hereof, counsel of in-house to the Loan PartiesBorrower, addressed in form and substance reasonably satisfactory to the Lender; and (e) payment to the Administrative Agent for the pro rata account of each Bank a non-refundable up-front fee equal to 0.025% of each Bank’s Revolving Commitment and each of the Lenders, and covering such matters relating payment to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date any other fees and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders expenses required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, paid in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of This Amendment shall become effective, upon the Lenders Effective Date, subject to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (on or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of prior to such conditions and the occurrence of the Closing Date.date: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid receipt by the Borrower hereunderAgent of this Amendment, under any other Loan Document duly executed, completed and under any agreement with delivered by the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxAgent, Inc.the Banks and the Borrowers, as Arranger.and consented to by the Parent; (b) The Administrative the receipt by the Agent shall have completed and be satisfied with all due diligence with respect the Banks of replacement Revolving Notes evidencing Base Rate Loans, Alternate Base Rate Loans and Eurodollar Loans, duly executed by the Borrowers and payable to the Borrower and its Subsidiaries, including but not limited to review order of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiarieseach Bank; (c) The Administrative the receipt by the Agent (of such additional Security Documents or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws modifications of the jurisdictions with respect to the perfection of the Liens granted under the existing Security Agreement, Documents as may be requested by the Administrative Agent in order to perfect such LiensAgent, duly executed by the Parent and/or each Borrower which is a party thereto, and the Subsidiary GuarantorsCollateral Agent, in each case in form and substance satisfactory to the Agent; (Bd) copies the receipt by the Agent of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names such modifications of the Borrower and the Subsidiary Guarantors Inter- creditor Agreement as may be requested by the LendersAgent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the BorrowerCollateral Agent and the Senior Noteholders, and acknowledged by the Borrowers, the Parent and each other new Subsidiary, in form and substance satisfactory to the Agent; (ve) the receipt by the Agent of a Guaranty Agreement and such Security Documents as may be requested by the Agent, duly executed by each new Subsidiary (other than Leasing) and in form and substance satisfactory to the Agent; (f) the receipt by the Agent of a certificate of the Secretary or an Assistant Secretary of the Parent, each Loan Party Borrower and each other new Subsidiary, in a form and substance satisfactory to the Administrative Agent, attaching with respect to the officers of the Parent, the Borrowers and certifying the other new Subsidiaries authorized to deliver this Amendment, the replacement Revolving Notes and the other supplemental Loan Documents contemplated hereby, to which shall be attached copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents bylaws referred to which it is a party and certifying the name, title and true signature of each officer of in such Loan Party executing the Loan Documents to which it is a partycertificate; (vig) certified copies the receipt by the Agent of the articles or a certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents incorporation of each Loan Partynew Subsidiary, together with certificates of good standing or existence, as may be available from certified by the Secretary of State of the its jurisdiction of organization incorporation; (h) the receipt by the Agent of such Loan Party a certificate of good standing with respect to the Parent, each Borrower and each other new Subsidiary, issued as of a recent date by the Secretary of State of its jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationof incorporation; (viii) the receipt by the Agent of a favorable written opinion of Txxxxxxx & Knight LLP, counsel certificate as to the Loan Parties, addressed to the Administrative Agent and each solvency of the LendersParent and its Subsidiaries, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed duly executed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before Parent and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower in form and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, substance satisfactory to the extent requested by the Administrative Agent; (xivj) duly executed Intercreditor Agreementthe receipt by the Agent of an opinion of counsel to the Parent, the Borrowers and the other new Subsidiaries as to such matters as may be requested by the Agent or the Required Banks, in form and substance satisfactory to the Agent and the Required Banks; (k) the receipt by the Agent of such other documents, certificates, instruments and opinions as the Agent may reasonably request; and (xvl) duly executed copy the receipt by the Agent of all fees and expenses payable to the New Treasury Agent and the Banks in connection with the Credit Agreement and this Amendment including without limitation, the documents executed reasonable legal fees and other reasonable out of pocket expenses of the Agent and each Bank incurred in connection therewithwith this Amendment.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loans and the obligation of the Issuing Bank to issue any Letter initial Letters of Credit hereunder shall not become becomebecame effective until untilon the date date2012 Prior Closing Date, on which date each of the following conditions is iswas satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the 2012 Prior Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerthe Arrangers (including the Fee Letter). (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note Notes payable to each Lenderany Lender requesting a Note, if so requested; (iii) the Guaranty Agreement duly executed originals of by each Control Subsidiary required to execute the Guaranty Agreement in connection with respect the Existing Credit Agreement or otherwise required pursuant to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.Section 5.10; (iv) the Pledge and Security Agreement duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws by each of the jurisdictions with respect to Loan Parties and the perfection of the Liens granted under the Intellectual Property Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, Agreements duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports applicable Loan Parties having rights in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrowerintellectual property subject to such agreements; (v) an amendment to, or an amendment and restatement of, the Prudential Senior Secured Note Agreement duly executed by each party thereto; (vi) the Intercreditor Agreement; (vii) a certificate of the Secretary or Assistant Secretary of each Loan Party in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(vii), (a) attaching and certifying copies of (w) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company agreement, or comparable organizational documents documents, as applicable, and authorizations(x) resolutions of its board of directors, board of members or general partner, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viy) certified copies of the its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partydocuments, together with certificates as applicable, and (z) evidence of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationentity and (b) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viiviii) a certificate of the Chief Financial Officer of the Borrower that, after giving effect to the Credit Extensions made on the 2012 Prior Closing Date, neither the Borrower nor its Subsidiaries will be “insolvent,” within the meaning of such term as defined in § 101 of Title 11 of the United States Code, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated; (ix) a favorable written opinion of Txxxxxxx & Knight LLP(x) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLC, counsel to the Loan Parties, and (y) Polsinelli Xxxxxxxx PC, special Kansas counsel to Midland Credit Management, Inc., each addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming precedent has been fulfilled to the satisfaction of the Administrative Agent (such conditions and date, the occurrence of the Closing “Third Amendment Effective Date.”): (a) a. The Administrative Agent shall have received all fees counterparts of this Amendment duly executed and other amounts due and payable on or prior to delivered by each of the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to parties hereto; b. the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review received counterparts of the Underwriting PoliciesCounterpart to Subsidiary Guaranty, risk management proceduresin the form attached as Exhibit D hereto (the “Counterpart to Guaranty”), accounting policies, systems integrity, compliance, management duly executed and organizational structure, and the loan and investment portfolio delivered by each of the Borrower and its Subsidiariesparties thereto (each Subsidiary executing the Counterpart to Guaranty as an “Additional Guarantor”, an “Additional Guarantor”); (c) The c. the Administrative Agent (or its counsel) shall have received counterparts of the following:Pledge Amendment, in the form attached as Exhibit E hereto (the “Pledge Amendment”, and together with the Amendment and the Counterpart to Guaranty, the “Amendment Documents”), duly executed and delivered by each of the parties thereto; (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to d. the Administrative Agent (which may include telecopy transmission shall have received such certificates of a signed signature page resolutions or other action, incumbency certificates and/or other certificates of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary Responsible Officers of each Loan Party party hereto, as Administrative Agent may require; evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in a form satisfactory connection with the Third Amendment and the Amendment Documents; e. the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Additional Guarantor is duly organized or formed and in good standing in its jurisdiction of formation, except to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents extent that failure to which it is do so would not have a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyMaterial Adverse Effect; (vi) certified copies f. the Administrative Agent shall have received a favorable opinion of legal counsel to the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from Additional Guarantors and local counsel to the Secretary of State of Additional Guarantors in the jurisdiction of organization formation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan PartiesAdditional Guarantor, addressed to the Administrative Agent and each Lender, as to matters concerning due formation and applicable good standing of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents Additional Guarantors and the transactions contemplated therein as due execution and enforceability of the Amendment Documents; g. the Administrative Agent or shall have received a duly completed Borrowing Base Report as of the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii)Third Amendment Effective Date, dated the Closing Date and signed by a Responsible OfficerOfficer of Borrower (the “Third Amendment Effective Date Borrowing Base Certificate”), certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of together with Property Information with respect to each Loan Party set forth in new Borrowing Base Property reflected on the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse EffectThird Amendment Effective Date Borrowing Base Certificate; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming h. the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) shall have received fully executed copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, amendment to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy Term Loan Agreement dated as of the New Treasury Credit Agreement and Third Amendment Effective Date, together with the other documents executed in connection therewith; and i. the Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including, without limitation, with respect to the Additional Guarantors.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This First Amendment shall not become effective until as of May 22, 2003, and only upon the date on which each satisfaction of all of the following conditions is satisfied (or waived precedent, in accordance with Section 10.2). The Administrative Agent form and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior substance satisfactory to the Closing Arrangers (the “First Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following:”): (i) a counterpart On or before the First Amendment Effective Date, the Borrowers shall have delivered to the Arrangers resolutions of this Agreement signed by or on behalf the Board of Directors of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement Borrower authorizing and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing approving the execution, delivery and performance of this First Amendment, in each case certified by the Loan Documents to which it is a party and certifying the name, title and true signature of each officer corporate secretary or an assistant secretary of such Loan Party executing Borrower, as the Loan Documents to which it is a partycase may be, as of the First Amendment Effective Date; (viii) certified copies On or before the First Amendment Effective Date, the Borrowers shall have delivered to the Arrangers a certificate of the articles corporate secretary or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents an assistant secretary of each Loan Party, together with certificates of good standing or existenceBorrower which shall certify, as may be available from the Secretary of State of the jurisdiction First Amendment Effective Date, the names and offices of organization the officers of such Loan Party and each other jurisdiction where such Loan Party is required Borrower authorized to be qualified to do business as a foreign corporationsign this First Amendment; (viiiii) a favorable written opinion of Txxxxxxx & Knight LLPOn or before the First Amendment Effective Date, counsel the Borrowers shall have delivered to the Loan PartiesArrangers a counterpart hereof executed by a duly authorized officer of each Borrower, addressed Requisite Lenders, each Tranche B Domestic Lender party hereto and each Tranche B Canadian Lender party hereto; (iv) On or before the First Amendment Effective Date, each of Safeway and Canada Safeway shall have paid to the Administrative Agent for distribution to each Consenting Tranche B Lender and each New Tranche B Lender an upfront fee in respect of the Lendersits allocated share of Tranche B Domestic Commitments and/or Tranche B Canadian Commitments, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if anyapplicable, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable an amount that has been separately agreed to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithparties.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until on the date upon which the following conditions are satisfied (the first date that occurs on or prior to December 8, 2017 on which each of such condition is satisfied, the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing "Amendment Effective Date."): (a) The receipt by the Collateral Agent of (i) this Amendment, duly executed by the Loan Parties, each Agent and each Required Lender, a Notice of Borrowing, duly executed and delivered by the Borrowers with respect to the Additional Tranche Term Loan to be made on the Amendment No. 2 Effective Date and (iii) that certain side letter, dated as of the date hereof, duly executed by the Parent and the Administrative Agent ("Side Letter"); (b) Parent shall have received all fees and other amounts due and payable satisfied its obligations under the Side Letter that are required to be satisfied on or prior to December 8, 2017; (c) Parent shall have paid (or cause to be paid) to the Closing DateAdministrative Agent (i) within three Business Days of the date hereof, all accrued and unpaid fees and expenses of Xxxxxxx Xxxx & Xxxxx LLP and of BDO USA, LLP that have been invoiced and (ii) all fees and expenses otherwise required to be paid hereunder and under the Financing Agreement and the other Loan Documents, including reimbursement or payment of all accrued and unpaid out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the negotiation, preparation, execution, delivery, performanceperformance and administration of this Amendment, validity the Financing Agreement and enforceability of the other Loan Documents on or any of prior to the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoingAmendment No. 2 Effective Date; (xd) certificates of insurancethe Tranche A Term Loan Lenders shall have entered into one or more participation agreements with third party investors acceptable to the Tranche A Term Loan Lenders on terms and conditions acceptable to the Tranche A Term Loan Lenders, which participation agreements are in each case in form and detail substance acceptable to the Administrative AgentAgents and which participation agreements have become effective in accordance with the terms and conditions thereof, describing pursuant to which the types and amounts Tranche A Term Loan Lenders shall have received net cash proceeds of insurance no less than $11,500,000 from the participation (property and liabilityon a pro rata basis among the Tranche A Term Loan Lenders) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementTranche A Term Loans subject thereto; and (xve) duly executed copy of the New Treasury Credit Agreement Agents shall have received satisfactory evidence that the Batra A/R Facility Loan shall have been repaid in full and the documents executed in connection therewithterminated.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become be effective until --------------------------- the date on which Agent has received to its satisfaction each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.following: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment ten (10) counterparts of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid this Amendment Agreement executed by the Borrower hereunderBorrower, under any other Loan Document the Guarantors, the Agent and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.Lenders; (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review ten (10) counterparts of the Underwriting PoliciesSecurity Agreement by and among the Borrowers, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, the Guarantors and the loan and investment portfolio of the Borrower and its SubsidiariesAgent; (c) The Administrative Agent UCC-1 financing statements executed by each Borrower and each Guarantor in form and number to perfect the security interests in the Collateral granted pursuant to the Security Instruments; (or its counseld) shall have received ten (10) counterparts of the Intellectual Property Security Agreement by the Borrowers and the Guarantors to the Agent; (e) legal opinion of counsel to the Borrowers and Guarantors in form and content satisfactory to the Agent; (f) corporate resolutions of the Borrowers and Guarantors with respect to the transactions contemplated hereby; (g) with respect to each "new" Guarantor, fully executed copies of the following: (i) a counterpart of this Guaranty Agreement signed by or on behalf of each party hereto or written (ii) Security Agreement (iii) Negative Pledge Agreement (iv) Stock Pledge Agreement (v) Stock Certificate (vi) Stock Power (vii) Secretary's Certificate (viii) Intellectual Property Security Agreement (h) evidence satisfactory to the Administrative Agent (which that all Subsidiaries of the Borrowers have executed all documentation required pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation such documents and instruments as may include telecopy transmission be required pursuant to Section 8.19 of a signed signature page of this Agreement) that such party has signed a counterpart of this the Credit Agreement; (iii) a duly copies of all letters of intent for acquisitions executed Senior Revolving Credit Note payable by the Borrowers or any Guarantor as to each Lenderwhich the acquisitions contemplated thereby have not occurred; (iiij) duly evidence satisfactory to the Agent that all Persons party to the Pledge Agreement have executed originals this Amendment Agreement; (k) evidence of each Control Agreement with respect payment by Borrowers of all fees owing to all deposit accountsAgent and BAS (including reasonable fees and expenses of their counsel, securitiesrecording fees, securities entitlementsand fees resulting from the fee letter), other financial assets held with and payment by Borrowers to any financial institution other than Agent or its affiliatesconsenting Lender of an amendment fee of fifteen (15) basis points on the Total Revolving Credit Commitment allocable to such Lender. (iv1) the duly executed Security Agreement such other documents, instruments and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, certificates as reasonably requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until only upon the date on which each satisfaction of all the following conditions is satisfied precedent (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the date of satisfaction of such conditions and being referred to herein as the occurrence of the Closing “First Amendment Effective Date.”): (a) The On or before the First Amendment Effective Date, the Borrower shall deliver to the Lenders (or to the Administrative Agent for the Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each unless noted, dated the First Amendment Effective Date: 1. A certificate of its officer attaching a copy of all amendments to its Certificate of Incorporation or Bylaws since April 30, 2002 or stating there have been none; 2. Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of this Amendment, certified as of the First Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; and 3. Signature and incumbency certificates of its officer executing this Amendment. (b) On or before the First Amendment Effective Date, the Administrative Agent shall have received executed counterparts hereof from the Borrower, the Loan Parties listed on the signature pages hereto, Requisite Tranche B Lenders and Requisite Lenders. (c) On or before the First Amendment Effective Date, (i) the Borrower shall deliver an amendment fee to the Administrative Agent, for distribution to each of the Lenders executing and delivering this Amendment to the Administrative Agent on or prior to March 18, 2003 (which date may be extended by the Administrative Agent with the consent of the Borrower, such consent not to be unreasonably withheld)(each such Lender, a “Consenting Lender”), equal to, with respect to each Consenting Lender, (1) $350,000 multiplied by (2) such Consenting Lender’s Ratable Portion of the Facilities; (ii) the Borrower shall have paid all outstanding fees and expenses required to be paid pursuant to Section V(b) hereof; and (iii) the Borrower shall have paid all other amounts fees separately agreed to by the Borrower and any Agent which are due and payable on or prior to the Closing First Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of This Amendment shall be effective subject to the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming conditions, each to the satisfaction of such conditions the Administrative in its sole discretion and, as to any agreement, document or instrument specified below, each in form and substance satisfactory to the occurrence of the Closing Date.Purchaser in its sole discretion: (a) The Administrative Agent the Purchaser shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment an executed counterpart of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.this Amendment; (b) The Administrative Agent the Purchaser shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review received counterparts of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio Amendment Fee Letter (whether by facsimile or otherwise) executed by each of the Borrower and its Subsidiariesrespective parties thereto along with confirmation of receipt of all fees owing under the Amendment Fee Letter; (c) The Administrative Agent (or its counsel) the Purchaser shall have received the following: (i) a counterpart of this Agreement signed by or on behalf organizational documents of each party hereto or written New Seller certified by the applicable governmental authority (as applicable), and evidence satisfactory to the Administrative Agent of good standing (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; as applicable), (ii) a duly executed Senior Revolving Credit Note payable to an officer incumbency and specimen signature certificate for each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted EncumbrancesNew Seller, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viiii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents resolutions of each Loan Party, together with certificates of good standing New Seller authorizing this Amendment and the other Purchase Documents and authorizing a person or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party persons to sign those documents including any subsequent notices and each other jurisdiction where such Loan Party is required acknowledgements to be qualified executed or delivered pursuant to do business as a foreign corporationthis Amendment, the other Purchase Documents and any other documents to be executed or delivered by each New Seller pursuant hereto or thereto; (viid) a favorable written opinion the Purchaser shall have received opinions of Txxxxxxx & Knight LLP, counsel to the Loan Partieseach New Seller, addressed including opinions with respect to the Administrative Agent due organization and good standing of each such Person, due authorization, execution and delivery of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents this Amendment and the transactions contemplated therein as the Administrative Agent other Purchase Documents entered into on or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since about the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or hereof by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performancesuch Person, validity and enforceability of this Amendment and the Loan other Purchase Documents or any with respect to such Person, non-contravention of the transactions contemplated therebyorganizational documents, material agreements and law, no consents, creation of security interest and perfection of security interest (including perfection by control with respect to each Seller Account), and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming other matters as the Administrative Agent as additional insured; (xi) a certificate, dated and the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementPurchasers may reasonably request; and (xve) duly executed copy each New Seller agrees to execute and deliver such further instruments and documents and do such further acts and things as the Administrative Agent may deem reasonably necessary or proper to carry out more effectively the purposes of the New Treasury Credit Agreement and the documents executed in connection therewiththis Amendment.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until as of the date on which each of the following conditions is has been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing “Effective Date.”): (a) The Administrative Agent Borrowers shall have received all fees and other amounts due and payable on or prior delivered to the Closing DateAgent this Amendment, including reimbursement or payment duly executed by an authorized officer of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.each Borrower; (b) The Administrative Agent Borrowers shall have completed delivered to Agent that certain Fourth Amended and be satisfied with all due diligence with respect to the Borrower and its SubsidiariesRestated Revolving Loan Note, including but not limited to review duly executed by an authorized officer of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiarieseach Borrower; (c) The Administrative Agent (or its counsel) Borrowers shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory delivered to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable certain Third Amendment to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, Fee Letter duly executed by the Borrower and the Subsidiary Guarantors, (B) copies an authorized officer of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the each Borrower; (vd) a certificate of the Secretary secretary or Assistant Secretary assistant secretary of each Loan Party in Borrower shall have delivered to Agent a form satisfactory to duly executed secretary’s certificate and incumbency certificate identifying the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer current officers of such Loan Party executing the Loan Documents Borrower who are duly authorized by such Borrower’s board of directors to which it is a partyexecute and deliver this Amendment and any related documents; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (ye) all representations and warranties of each Loan Party Borrowers contained herein shall be true and correct in all material respects as of the Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof, and with respect to the representations and warranties set forth in the Loan Documents are true and correct and (z) since the date Section 3.8 of the financial statements Credit Agreement, except for the Events of Default and the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse EffectDefaults arising solely from the Existing Events of Default/Defaults; (ixf) certified copies of all consentsBorrowers shall revise, approvalsupdate and deliver to Agent the schedules previously attached to the Credit Agreement, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Lawexcept for those Schedules that relate to, or by any Contractual Obligation of each Loan Partyare made as of, if anya specific date, updated in connection with all respects as necessary to make the executionschedules previously delivered, deliveryexcept for those Schedules that relate to, performanceor are made as of, validity and enforceability of the Loan Documents or any of the transactions contemplated therebya specific date, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be correct in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoingmaterial respects; (xg) certificates of insurance, Borrowers’ legal counsel shall have delivered an executed legal opinion in form and detail substance reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xvh) duly executed copy Agent shall have received from Borrowers all of the New Treasury Credit Agreement fees, costs and expenses owing pursuant to this Amendment as set forth in Section 5 above or as provided for in the documents executed amendment to the Fee Letter unless Agent elects to deduct such fees, costs and expenses from the Revolving Loan proceeds in connection therewithaccordance with Section 5 above.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by or on behalf of the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as the Sole Lead Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counselcounsel on its behalf) shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of (A) this Agreement signed duly executed and delivered by or on behalf of each party hereto hereto, (B) the Fund A Assignment duly executed and delivered by or written evidence satisfactory on behalf of each party thereto and (C) the Fund D Assignment duly executed and delivered by or on behalf of each party thereto (in each case including any counterpart delivered by facsimile transmission or by electronic mail in pdf format pursuant to Section 10.8 or pursuant to similar provisions in the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAssignments); (ii) a the Guaranty and Security Agreement, duly executed Senior Revolving Credit Note payable to and delivered by the Borrower and each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee AgreementGuarantors, together with (A) UCC UCC-1 financing statements and other applicable documents under the laws of the all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed authorized by the Borrower and the Subsidiary GuarantorsLoan Parties, (B) copies of favorable UCC, tax, tax and judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors Loan Parties as requested by the LendersAdministrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted EncumbrancesEncumbrances and Liens to be released on the Closing Date, and (C) a Perfection Certificate duly completed original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (subject in all respects to the definition of Excluded Assets) and (D) stock or membership interest powers or other appropriate instruments of transfer executed by the Borrowerin blank; (viii) the Fund A Omnibus Mortgage Amendment, Fund D Omnibus Mortgage Amendment, the Fund A Mortgage Assignments and the Fund D Mortgage Assignments, in each case duly executed and delivered by the applicable parties thereto; (iv) a certificate of the Secretary or Assistant Secretary a Responsible Officer of each Loan Party in a form satisfactory to (or of the Administrative Agentgeneral partner or managing member of such Loan Party), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyparty on behalf of such Loan Party; (viv) certified copies of the articles or certificate of incorporation, certificate of organization organization, formation or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required Party’s failure to be qualified to do business as a foreign corporationorganization could reasonably be expected to have a Material Adverse Effect; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiivi) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (z) since the date of the most recent audited financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vii) certified copies of all Material Agreements; (viii) a favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (ix) [reserved]; (x) a duly executed and delivered Notice of Borrowing for any initial Revolving Borrowing; (xi) a duly executed and delivered funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof and of the IPO and the Formation Transactions; (xii) (A) copies of the audited financial statements for the Predecessor Funds and their Subsidiaries for the fiscal years of the Predecessor Funds ended 2012 and 2013, (B) the internally prepared financial statements of the Predecessor Funds and their Subsidiaries for the six-month period ended June 30, 2014, (C) financial projections for the period from October 1, 2014 through December 31, 2014 and for each of the Fiscal Years ending 2015, 2016, 2017, 2018 and 2019, and (D) a pro forma balance sheet of the Borrower and its Restricted Subsidiaries as of the Closing Date; (xiii) a duly completed, duly executed and delivered Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of the Closing Date, calculated on a Pro Forma Basis and for the Fiscal Quarter ended on September 30, 2014, in each case, as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) a certificate, dated the Closing Date and duly executed and delivered by a Responsible Officer, confirming that the Loan Parties, on a consolidated basis, are Solvent after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xv) an Assignment Endorsement and a Modification Endorsement to one existing title insurance policy, selected by the Administrative Agent in its sole discretion, in each state (other than the State of Texas) in which any Mortgaged Property under the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the Formation Transactions is located, insuring that the Assigned Existing Mortgage covered thereby, as amended by the Fund A Omnibus Mortgage Amendment or the Fund D Omnibus Mortgage Amendment, as applicable, grants valid and enforceable mortgage Liens in favor of the Administrative Agent on the Mortgaged Property covered by such Assigned Existing Mortgage; (xvi) access to digital copies of any existing Phase I Environmental Site Assessment Reports that the Predecessor Funds, the Fund A Subsidiaries or the Fund D Subsidiaries have and that cover properties subject to any Existing Mortgage with respect to the Formation Transactions; (xvii) copies of the duly executed letters in connection with the Assignments, in form and substance reasonably satisfactory to the Administrative Agent, executed by the administrative agent under each Existing Credit Agreement, together with (a) UCC-3 assignments or other appropriate termination statements, in form and substance satisfactory to the Administrative Agent, either assigning or releasing all liens of the Existing Lenders upon any of the personal property of the Predecessor Funds, the Fund A Subsidiaries and the Fund D Subsidiaries, (b) assignments, cancellations or releases, in form and substance reasonably satisfactory to the Administrative Agent, assigning or releasing all liens of the Existing Lenders upon any of the Real Property of the Predecessor Funds , the Fund A Subsidiaries and the Fund D Subsidiaries that is being transferred to the Borrower and its Subsidiaries, and (c) any other assignments, releases, terminations or other documents reasonably required by the Administrative Agent to evidence the assignment of the Existing Debt; (xviii) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with a lender’s loss payable endorsement in form and substance reasonably satisfactory to the Administrative Agent; (xix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation Material Agreement of each any Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, including the Assignments, the IPO and the Formation Transactions, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Commitments or any transaction being financed with the proceeds thereof shall be ongoing;; and (xxx) certificates the Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the Closing Date (or such later date as approved by the Administrative Agent in its sole discretion) all documentation and other information required by regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (c) All conditions precedent to the IPO and the Formation Transactions, other than the funding of insurancethe Loans, shall have been satisfied, and the IPO and the Formation Transactions shall be consummated substantially contemporaneously with the closing and funding of the Loans in accordance with the initial confidential filing of the Form S-11 of the MLP made on August 6, 2014 without alteration, amendment, supplement, modification or other change adverse to the Lenders except as approved in writing by the Administrative Agent (such approval not to be unreasonably withheld or delayed). The Administrative Agent (or its counsel on its behalf) shall have received certified copies of all material documentation related to the IPO and the Formation Transactions, each in form and detail acceptable substance reasonably satisfactory to the Administrative Agent, describing . Without limiting the types and amounts of insurance (property and liability) covering any generality of the tangible insurable Collateral maintained provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by the Loan Parties, in each case naming or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured; (xi) a certificate, dated shall have received notice from such Lender prior to the proposed Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and specifying its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithobjection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until on the date on which each of when the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent have been satisfied: (a) The Administrative Agent Borrower, each Guarantor and the Bank shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment delivered an executed counterpart of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerthis Amendment. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) Bank shall have received each of the followingfollowing documents, each duly executed by the parties thereto and in full force and effect: (i) a counterpart Line of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementCredit Note; (ii) a duly executed Senior Revolving Credit Note payable to each Lender;Term Note; and (iii) a duly executed originals amendment to the Mortgage delivered on the Closing Date signed by the record owner of the Real Property Collateral, together with customary Mortgage Related Documents relating thereto, in each Control Agreement with respect case in form and substance reasonably acceptable to all deposit accountsthe Bank and (ii) either mortgage modification endorsements to, securitiesor date down endorsements to (or re-dated title insurance policies which replace), securities entitlementsthe existing title insurance policy issued on the Closing Date, in any case issued by a nationally recognized title insurance company reasonably acceptable to the Bank, insuring the Lien of the Mortgage, as amended by such amendment, as a valid first priority Lien on the Real Property Collateral described therein, free of any other financial assets held with any financial institution other than Agent or its affiliatesLiens except as permitted by the Loan Documents. (ivc) The Borrower and each Guarantor shall have delivered to the Bank copies of the following documents, duly executed Security Agreement and reafffirmation with certified, or the following certificates, as applicable: (i) With respect to any Subsidiary Guarantee Agreementeach such Person, together with resolutions of the Board of Directors of such Person (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection Borrower, authorizing the incurrence of the Liens granted under Incremental Term Loan and other changes to the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary GuarantorsCredit Agreement contemplated hereby, (B) copies of favorable UCCwith respect to each Guarantor, tax, judgment confirming and fixture lien search reports in all necessary or appropriate jurisdictions ratifying the continued validity and under all legal and trade names enforceability of the Borrower and Guaranty previously executed by such Guarantor for the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any benefit of the Collateral other than Permitted EncumbrancesBank, and (C) a Perfection Certificate duly completed and executed all other actions to be taken by the Borrower;such Person in connection with this Amendment; and (vii) With respect to each such Person, a certificate of certificate, signed by the Secretary or Assistant Secretary of each Loan Party in a form satisfactory such Person, dated as of the Fourth Amendment Effective Date, certifying as to the Administrative Agent(A) incumbency, attaching and certifying copies of its bylaws and containing the specimen signature or signatures, of the resolutions Person or Persons authorized to execute documents and instruments on behalf of its boards such Person, together with evidence of directorsthe incumbency of such Secretary or Assistant Secretary, (B) authenticity and completeness of the certificate of incorporation and by-laws of such Person or, if any such governing document of such Person has not been amended, restated, supplemented, or partnership agreement or limited liability company agreementotherwise modified since the Closing Date, the absence of any amendments, restatements, supplements, or comparable organizational modifications to such governing documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing Person and (C) the Loan Documents to which it is a party;resolutions described in the preceding clause (i). (vid) certified copies No Event of Default or Default shall have occurred and be continuing or would result after giving effect to the articles or certificate transactions contemplated hereby. (e) The representations and warranties set forth in Section 6 hereof shall be true and correct on the effective date of incorporationthis Amendment. (f) No injunction, certificate of organization or limited partnershipwrit, restraining order, or other registered organizational documents order of each Loan Partyany nature prohibiting, together with certificates of good standing directly or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Partiesindirectly, the Loan Documents and consummation of the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there herein shall have been no change which has had issued and remain in force by any Governmental Authority against the Borrower, any Guarantor or could reasonably be expected to have a Material Adverse Effect;the Bank. (ixg) certified copies The Borrower shall have paid all reasonable out-of-pocket costs and expenses of all consentsthe Bank, approvals, authorizations, registrations to the extent invoices therefor have been presented. (h) All other documents and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, legal matters in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, by this Amendment shall have been delivered or executed or recorded and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable substance satisfactory to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithBank.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until on the date on which that each of the following conditions is precedent are satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.waived: (a) The Administrative Agent shall have received all fees each of the following, each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and other amounts due each in form and payable substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guarantee Agreement, in sufficient number as the Administrative Agent shall request on or behalf of the Lenders; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent and the Lenders shall have completed received (i) the Historical Financial Statements and be satisfied with all due diligence with respect (ii) forecasts for BCR Holdings in a form acceptable to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries;Administrative Agent. (c) The Administrative Agent (or its counsel) shall have received the followingreceived: (i) a counterpart copies of this Agreement signed by the resolutions of the board of directors, authorized subcommittee thereof, or on behalf other equivalent body of each party hereto Credit Party authorizing the Transactions to which such Credit Party is a party, certified as of the Closing Date by the Secretary or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission an Assistant Secretary of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementCredit Party; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Credit Party in a form satisfactory to certifying the Administrative Agent, attaching names and certifying copies of its bylaws and true signatures of the resolutions officers of its boards of directorssuch Credit Party authorized to execute, or partnership agreement or limited liability company agreementdeliver and perform, or comparable organizational documents as applicable, this Agreement and authorizations, authorizing the execution, delivery and performance of the all other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of be delivered by such Loan Credit Party executing the Loan Documents to which it is a partyhereunder; (viiii) certified copies of the articles or certificate of incorporation, certificate of organization incorporation or limited partnership, or other registered organizational documents equivalent document of each Loan PartyCredit Party as in effect on the Closing Date, together with certificates certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization; (iv) the bye-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Closing Date; (v) a certificate of good standing or existence, as may be available equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of the jurisdiction its state of incorporation or organization as of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;recent date; and (viivi) a favorable compliance certificate for each Insurance Subsidiary (other than Syndicate 5151 at Lloyd’s) from the applicable Department as of a recent date (unless such Department generally does not provide compliance certificates). (d) The Administrative Agent shall have received a written opinion of Txxxxxxx & Knight LLPopinion, counsel reasonably acceptable to the Loan PartiesAdministrative Agent in form and substance, (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from each of (i) Cravath, Swaine & Xxxxx LLP, counsel for the Lenders, and covering such matters relating to the Loan Credit Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate substantially in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default existsF-1, (yii) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.Xxxxxxx

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date first above written (the “Amendment Effective Date”) when, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of only when, the following conditions is have been satisfied (or waived in accordance with Section 10.2). The by the Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Lenders party hereto in their sole discretion): 753226395 (a) The Administrative Agent shall have received all fees and other amounts due and payable on or received, in immediately available funds, to the extent invoiced prior to the Closing Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including including, but not limited to, the reasonable fees, charges fees and disbursements expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, Borrowers hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerDocument. (b) The Administrative Agent shall have completed received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and be satisfied with substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrowers, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (ii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment and the Credit Agreement, and (B) all due diligence documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; and (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to such Borrower and its Subsidiaries(B) all representations and warranties of such Borrower contained in the Credit Agreement and each other Loan Document to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, including but not limited to review true and correct in all respects) on and as of the Underwriting PoliciesAmendment Effective Date, risk management proceduresas though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, accounting policies, systems integrity, compliance, management in which case such representation and organizational structure, warranty shall be true and the loan and investment portfolio correct as of the Borrower and its Subsidiaries;such specific date). (c) The Administrative Agent (or its counsel) 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 following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory Patriot Act and the Beneficial Ownership Regulation, to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that extent such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent documentation or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as information is requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies on behalf of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no any Lender prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until only upon the date on which each satisfaction in full, in a manner satisfactory to Lender, of the following conditions is satisfied precedent (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of first date upon which all such conditions and have been satisfied being herein called the occurrence of the Closing “Effective Date.”): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) Lender shall have received the followingfollowing documents or items, each in form and substance satisfactory to Lender and its legal counsel: (i) a counterpart of this Agreement signed Second Amended and Restated Term Note, duly executed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementBorrower; (ii) a Third Amended and Restated Revolving Note, duly executed Senior Revolving Credit Note payable to by each LenderBorrower; (iii) a Pledged Interest Addendum duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.by IES Subsidiary; (iv) the duly executed Security Agreement and reafffirmation an opinion of each Loan Party’s outside counsel (other than with respect to any Subsidiary Guarantee AgreementNew Borrowers, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect which such opinion shall be delivered pursuant to the perfection of the Liens granted under the Security Post Closing Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower); (v) With respect to each New Borrower, Lender shall have received a certificate of from the Secretary or Assistant Secretary of each Loan Party New Borrower (which shall be deemed released by New Borrower automatically upon the Effective Time (as defined in a form satisfactory the Merger Agreement)) (i) attesting to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of such Loan Party’s Board of Directors authorizing its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery delivery, and performance of this Amendment and the other Loan Documents to which it such Loan Party is a party and certifying the nameparty, title and true signature of each officer (ii) authorizing specific officers of such Loan Party executing to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party, (iv) certifying that the Governing Documents to which it is a party; (vi) certified copies of such Loan Party attached thereto are true, correct and complete as of the articles or date thereof) and (v) attesting to a certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of status with respect to each Loan Party, together with certificates dated within 10 days of good standing or existencethe Second Amendment Closing Date, as may such certificate to be available from issued by the Secretary of State appropriate officer of the jurisdiction of organization of such each Loan Party and each other jurisdiction where Party, which certificate shall indicate that such Loan Party is required in good standing in such jurisdiction; (vi) Lender shall have received a certificate from the Secretary of each Loan Party (other than New Borrower’s) (i) attesting to the resolutions of such Loan Party’s Board of Directors authorizing its execution, delivery, and performance of this Amendment and the other Loan Documents to which such Loan Party is a party, (ii) authorizing specific officers of such Loan Party to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party, (iv) representing and warranting that such Loan Party’s Governing Documents have not been amended or otherwise modified since February 12, 2013 (or attaching and attesting to any such amendments or modifications thereto as true, correct and complete as of the date thereof) and (v) attesting to a certificate of status with respect to each Loan Party, dated within 10 days of the Second Amendment Closing Date, such certificate to be qualified to do business as a foreign corporationissued by the appropriate officer of the jurisdiction of organization of each Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (vii) a favorable written opinion fully executed copy of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent Merger Agreement and each of Disclosure Letter (as defined in the LendersMerger Agreement), including all amendments thereto, and covering such matters relating to the Loan Partiesall other requested agreements or documents in connection therewith, the Loan Documents certified by an officer of Borrower as true, correct and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestcomplete; (viii) a certificate in fully executed Agreement Regarding Certain Matters (the form of Exhibit 3.1(c)(viii“Post Closing Agreement”), dated the Closing Date and signed by ; (ix) a Responsible Officer, certifying that fully executed Information Certificate with respect to each Loan Party; (x) a fully executed mortgage and/or deed of trust, as applicable, with respect to the Real Property owned by Magnetech located in Saraland, Alabama, together with title searches evidencing no other Liens other than Permitted Liens exist on such Real Property (or Liens to be satisfied pursuant to the Post Closing Agreement); (xi) a fully executed Collateral Assignment of Merger Agreement; (xii) a Patent and Trademark Security Agreement duly executed by IES Subsidiary and each New Borrower; (xiii) Current searches of each Loan Party in appropriate filing offices evidencing that (i) no Liens have been filed and remain in effect against any Loan Party or any Collateral except Permitted Liens, and (ii) Xxxxx Fargo has filed all UCC financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing; (xiv) Lender shall have received evidence that appropriate financing statements have been duly filed, or in Lender’s discretion, will be filed, 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 Collateral, and Lender shall have received searches reflecting the filing of all such financing statements; (xv) a letter, in form and substance satisfactory to Lender, from PNC Bank, National Association (“PNC”) to Lender with respect to the amount necessary to repay in full all of the obligations of the New Borrowers owing to PNC (and any other lenders under Borrowers’ current loan facility with PNC) and obtain a release of all of the Liens existing in favor of PNC in and to the assets of New Borrowers, together with termination statements and other documentation evidencing the termination by PNC of its Liens in and to the properties and assets of the Loan Parties and their Subsidiaries; (xvi) the Control Agreement(s) with PNC; (xvii) copies of the policies of insurance and certificates of insurance, together with the endorsements thereto, as are required by Section 6.6 with respect to New Borrowers; (xviii) Reserved; (xix) evidence that Borrowers shall have Excess Availability of at least $4,000,000 after giving effect to (a) the funding of the Term Loan hereunder, (b) the payment of all fees and expenses required to be paid by Borrowers on the Second Amendment Closing Date under this Amendment and (c) the transactions contemplated by the Merger Agreement; (xx) evidence that Borrowers shall have Liquidity of at least $15,000,000 after giving effect to (a) the funding of the Term Loan hereunder, (b) the payment of all fees and expenses required to be paid by Borrowers on the Second Amendment Closing Date under this Amendment and (c) the transactions contemplated by the Merger Agreement; (xxi) Lender shall have completed its business, legal, and collateral due diligence, including (i) a collateral examination and review of each New Borrower’s and its Books and verification of each New Borrower’s representations and warranties to Lender, the results of which must be satisfactory to Lender, and (ii) an inspection of each of the locations where the Inventory of each New Borrower is located, the results of which must be satisfactory to Lender; (xxii) Lender shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each New Borrower, and (ii) OFAC/PEP searches and customary individual background searches for each New Borrower’s senior management and key principals, the results of which shall be satisfactory to Lender; and (xxiii) Lender shall have received all other documents Lender may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby and Borrowers shall have paid Lender, or made arrangements satisfactory to Lender to pay, all Lender Expenses incurred prior to or in connection with the preparation of this Amendment. (b) After giving effect to this Amendment, the representations and warranties made by each Loan Party contained herein and in the Credit Agreement, as amended hereby, and the other Loan Documents, shall be true and correct in all material respects as of the date hereof, as if those representations and warranties were made for the first time on such date. (c) After giving effect to this Amendment, each Loan Party is in compliance with all applicable covenants and agreements contained in the Credit Agreement and the other Loan Documents. (d) After giving effect to this Amendment, no Default or Event of Default exists, (y) all representations and warranties shall exist under any of each Loan Party set forth in the Loan Documents are true (as amended hereby), and correct and (z) since the date no Default or Event of Default will result under any of the financial statements Loan Documents from the execution, delivery or performance of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;this Amendment. (ixe) certified copies of All corporate and other proceedings, and all consents, approvals, authorizations, registrations documents instruments and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, other legal matters in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, by this Amendment shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, satisfactory in form and detail acceptable substance to the Administrative Agent, describing the types Lender and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured;its counsel. (xif) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements Lender shall have received final credit approval for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement Facility and the documents executed transactions described in connection therewiththis Amendment.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxCapital Markets, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Amended and Restated Security Agreement and reafffirmation with respect to any Subsidiary Guarantee the Guaranty Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx Xxxxxxxx & Knight Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents, together with the Projections; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 20102005; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent and its Affiliates shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and its Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerAgent. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving copies of the First Lien Credit Note payable Agreement and each other First Lien Loan Documents which shall be in form and substance reasonably acceptable to each Lenderthe Administrative Agent and the Administrative Agent shall have evidence that effectiveness under the First Lien Credit Agreement has occurred, or is occurring contemporaneously with the funding hereunder; (iii) duly an executed originals counterpart of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.the First Lien Intercreditor Agreement; (iv) the duly executed Security Agreement counterparts of mortgage amendments or other documents in form and reafffirmation with respect substance satisfactory to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liensconfirming of record that all Liens upon any the real property, duly executed by the Borrower improvements, fixtures, as-extracted collateral and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names other similar property of the Borrower and its Subsidiaries securing the Subsidiary Guarantors requested by Indebtedness arising pursuant to this Agreement are subordinated to the Lenders, indicating that there are no prior Liens on any of created under the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by Mortgages in connection with the BorrowerFirst Lien Credit Agreement in accordance with the First Lien Intercreditor Agreement; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a the form satisfactory to the Administrative Agentof Exhibit F, attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx (i) McAfee & Knight LLPXxxx, counsel to the Loan Parties, and (ii) local counsel in each of the following States: Texas, Louisiana, Oklahoma, and New Mexico and any other jurisdictions requested by the Administrative Agent, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii)G, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the initial Loan, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified a duly executed Notice of Borrowing; (x) duly executed counterparts from each party (in such number as may be requested by the Administrative Agent) of the Collateral Documents, including the Guaranty and Collateral Agreement and the other documents described on Exhibit C. In connection with the execution and delivery of the Collateral Documents, the Administrative Agent shall be reasonably satisfied that the Collateral Documents create Appropriate Priority Liens (subject only to Permitted Encumbrance identified in clauses (i) to (iv) and (vi) of the definition thereof, but subject to the provisos at the end of such definition) on at least 80% of the total value of the Oil and Gas Properties evaluated in the Initial Reserve Report; (xi) title information as the Administrative Agent may reasonably require setting forth the status of title to at least 80% of the total value of the Oil and Gas Properties evaluated in the Initial Reserve Report; (xii) copies of environmental reports and studies and such other diligence materials as the Administrative Agent may reasonably request; (xiii) copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each any Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Commitments or any transaction being financed with the proceeds thereof shall be ongoing, certified by a Responsible Officer as of the Closing Date; (xxiv) the Initial Reserve Report accompanied by a Transmittal covering the matters described in Section 5.12; (xv) appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of insurance, in form the Borrower and detail acceptable to its Subsidiaries for each jurisdiction requested by the Administrative Agent, describing ; other than those being assigned or released on or prior to the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained Closing Date or Liens permitted by the Loan Parties, in each case naming the Administrative Agent as additional insuredSection 7.2; (xixvi) evidence that the Borrower has entered into interest rate Hedging Transactions with Approved Counterparties amounting to not less than $50,000,000 of the principal amount of the Indebtedness outstanding under this Agreement for the first three years of the tenor hereof; (xvii) evidence that the Borrower has entered into commodity Hedging Transactions with Approved Counterparties the notional volumes for which, as of the Closing Date, equal at least 50% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties for each month during the 30-month period immediately following the Closing Date; (xviii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2009, (B) the audited consolidated financial statements for the Borrower and its subsidiaries for the fiscal years ended 2007, 2008 and 2009, (C) draft consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2010 certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries, and (D) financial projections on a quarterly basis for fiscal year December 31, 2011 and annually thereafter through 2015, certified by a Responsible Officer as of the Closing Date that such projections were based on assumptions believed by the Borrower in good faith to be reasonable; (xix) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of Closing Date, calculated on a pro forma basis reflecting the transactions on the Closing Date under the First Lien Credit Agreement and hereunder; (xx) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of that each Loan Party is Solvent before and after giving effect to all the funding of the initial Borrower and the consummation of the transactions contemplated by to occur on the Loan DocumentsClosing Date; (xiixxi) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments Material Contracts to which any Loan Party or any of its assets are bound, to certified by a Responsible Officer as of the extent requested by the Administrative AgentClosing Date as true and correct; (xivxxii) duly executed certificates of insurance issued on behalf of insurers of the Borrower and all Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all Guarantors, naming the Administrative Agent and the Lenders as additional insureds and naming the First Lien Administrative Agent as loss payee with respect to property insurance proceeds in excess of $50,000, subject to the rights of the lenders under the First Lien Credit Agreement as set forth in the First Lien Intercreditor Agreement, certified by a Responsible Officer as of the Closing Date that the Loan Parties are in compliance with the insurance requirements set forth in Section 5.10; and (xvxxiii) duly executed copy such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or Required Lenders. (c) The Administrative Agent shall be reasonably satisfied with title and environmental condition of the Oil and Gas Properties of the Borrower and its Subsidiaries. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.2) at or prior to 2:00 p.m., New Treasury Credit Agreement and York time, on March 25, 2011 (and, in the documents executed in connection therewithevent such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Second Amendment shall not become effective until as of May 20, 2004, and only upon the date on which each satisfaction of all of the following conditions is satisfied (or waived precedent, in accordance with Section 10.2). The Administrative Agent form and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior substance satisfactory to the Closing Arrangers (the “Second Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following:”): (i) a counterpart On or before the Second Amendment Effective Date, the Borrowers shall have delivered to the Arrangers resolutions of this Agreement signed by or on behalf the Board of Directors of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement Borrower authorizing and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing approving the execution, delivery and performance of this Second Amendment, in each case certified by the Loan Documents to which it is a party and certifying the name, title and true signature of each officer corporate secretary or an assistant secretary of such Loan Party executing Borrower, as the Loan Documents to which it is a partycase may be, as of the Second Amendment Effective Date; (viii) certified copies On or before the Second Amendment Effective Date, the Borrowers shall have delivered to the Arrangers a certificate of the articles corporate secretary or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents an assistant secretary of each Loan Party, together with certificates of good standing or existenceBorrower which shall certify, as may be available from the Secretary of State of the jurisdiction Second Amendment Effective Date, the names and offices of organization the officers of such Loan Party and each other jurisdiction where such Loan Party is required Borrower authorized to be qualified to do business as a foreign corporationsign this Second Amendment; (viiiii) a favorable written opinion of Txxxxxxx & Knight LLPOn or before the Second Amendment Effective Date, counsel the Borrowers shall have delivered to the Loan PartiesArrangers a counterpart hereof executed by a duly authorized officer of each Borrower, addressed each Tranche B Domestic Lender and each Tranche B Canadian Lender identified on Schedule 2.1 attached hereto, and Lenders constituting Requisite Lenders; (iv) On or before the Second Amendment Effective Date, each of Safeway and Canada Safeway shall have paid to the Administrative Agent for distribution to each Consenting Tranche B Lender and each New Tranche B Lender an upfront fee in respect of the Lendersits allocated share of Tranche B Domestic Commitments and/or Tranche B Canadian Commitments, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if anyapplicable, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable an amount that has been separately agreed to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithparties.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent: (a) The Administrative Agent shall have received all fees the execution and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid delivery by the Borrower hereunderBorrower, under any other Loan Document the Managing Agent and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.Banks of this Amendment; (b) The Administrative receipt by the Managing Agent shall have completed of a duly executed Subsidiary Guaranty, Subsidiary Security Agreement (referenced in clause (ii) of such definition), Subsidiary Pledge Agreement (referenced in clause (ii) of such definition), Trademark Assignment (referenced in clause (iii) of such definition) and be satisfied with all due diligence with respect Copyright Notice (referenced in clause (ii) of such definition) and a duly executed amendment to the Borrower Stock Pledge Agreement, each in form and its substance satisfactory to the Managing Agent, as necessary to insure that the Managing Agent has a pledge of 100% of the issued and outstanding stock of the New TMI Subsidiaries, including but not limited to review a first priority perfected security interest in all of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio assets of the Borrower New TMI Subsidiaries and its Subsidiariesthat the New TMI Subsidiaries are Guarantors under the Guaranty; (c) The Administrative receipt by the Managing Agent from each of the New TMI Subsidiaries of a completed and fully executed Perfection Certificate; (d) receipt by the Managing Agent of the results of UCC searches with respect to the Collateral of each New TMI Subsidiary, indicating no liens other than Permitted Liens; (e) receipt by the Managing Agent of such UCC financing statements as necessary to perfect the Managing Agent's security interest in the assets of the New TMI Subsidiaries; (f) each owner of equity interests in the New TMI Subsidiaries shall have delivered to the Managing Agent the certificated securities to be pledged pursuant to the applicable Pledge Agreement, together with stock powers therefor duly executed in blank; (g) all filings, recordings, deliveries of instruments and other actions necessary or its counsel) desirable in the opinion of the Managing Agent to perfect the Managing Agent's security interest in the Collateral of the New TMI Subsidiaries and the stock of the New TMI Subsidiaries shall have been duly effected and the Managing Agent shall have received evidence thereof in form and substance satisfactory to the following:Managing Agent; (h) the Managing Agent shall have received such duly executed Mortgages with respect to any Real Estate owned or leased by any of the New TMI Subsidiaries as the Managing Agent may request, together with related title insurance policies, collateral assignments in the form of the Collateral Assignment of Leases and all necessary consents from each applicable landlord, each in form and substance satisfactory to the Managing Agent; (i) a counterpart the Managing Agent shall have received copies of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions environmental reports with respect to the perfection Real Estate of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the BorrowerNew TMI Subsidiaries; (vj) the Borrower shall have furnished to the Managing Agent a duly executed certificate substantially in the form of Exhibit B hereto; (k) the Managing Agent shall have received from each New TMI Subsidiary (i) a certificate of the Secretary of State of each jurisdiction in which such Subsidiary is incorporated or Assistant qualified to do business as to the legal existence and good standing of such New TMI Subsidiary, (ii) its charter, certified as of a recent date by the Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies State of its bylaws and jurisdiction of incorporation, (iii) its by-laws, certified by a duly authorized officer of such New TMI Subsidiary as of the date hereof, (iv) the resolutions of its boards the Board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, Directors of such New TMI Subsidiary authorizing the execution, delivery and performance of the Loan Security Documents to which it is to become a party and certifying the nameas required hereby, title and true signature of each certified by a duly authorized officer of such Loan Party executing New TMI Subsidiary and (v) a certificate of an officer of such New TMI Subsidiary as to the Loan Documents incumbency and signature of officers authorized to which it is a partyexecute and deliver the documents contemplated hereby; (vil) the Banks and the Managing Agent shall have received opinions from counsel to the Borrower and its Subsidiaries and counsel to the Sellers under the Purchase Agreement, each in form and substance satisfactory to the Banks and the Managing Agent; (m) the Managing Agent shall have received evidence satisfactory to it that (i) all liens and encumbrances with respect to the properties and assets of the New TMI Subsidiaries, other than Permitted Liens, have been discharged in full and (ii) all outstanding Indebtedness of the New TMI Subsidiaries, other than Indebtedness permitted by the Credit Agreement, has been paid in full; (n) the Managing Agent shall have received (i) evidence that the Borrower has completed the TMI Acquisition in accordance with the terms of the Purchase Agreement and (ii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Purchase Agreement and the other acquisition documents executed in connection therewith; and (o) the Managing Agent shall have received evidence that all conditions precedent to the Corporate Restructure Closing Date have been satisfied and performed in full as set forth in Section 15 of the Credit Agreement.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent have been satisfied: (a) The Administrative Agent the Lender shall have received all fees received, in form and other amounts due and payable on or prior substance satisfactory to the Closing DateLender, including reimbursement or payment each of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart counterparts of this Agreement signed Amendment executed by or on behalf of the Borrower, the Lender and each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementGuarantor; (ii) a duly an amended and restated Note executed Senior Revolving Credit Note payable to each Lenderby the Borrower (the “Amended and Restated Note”); (iii) duly a counterpart of a supplement to the Guaranty executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.by the Additional Guarantor (the “Guaranty Supplement”); (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect government officials as to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower existence and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names good standing of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any in (i) its jurisdiction of the Collateral other than Permitted Encumbrances, organization and (Cii) each other jurisdiction in which the Borrower is required to qualify to do business, each dated a Perfection Certificate duly completed and executed by date acceptable to the BorrowerLender; (v) a certificate certificate, in form and substance reasonably acceptable to the Lender, of the Secretary or Assistant Secretary of each Loan Party in Additional Guarantor executed by a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and Managerial Official of the Additional Guarantor certifying as to (A) the names and titles of the officers of the Additional Guarantor authorized to sign the Guaranty Supplement and each of the other Loan Documents to be executed by the Additional Guarantor in connection herewith (including the certificates contemplated herein), together with specimen signatures of such officers; (B) resolutions of its boards the members, managers or other appropriate governing body of directorsthe Additional Guarantor, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing which resolutions authorize the execution, delivery delivery, and performance by the Additional Guarantor of the Guaranty Supplement and each of the other Loan Documents to be executed by the Additional Guarantor in connection herewith; (C) original certified or file–stamped copies of the certificate of formation, articles of organization, or other similar organizational document of the Additional Guarantor, certified as true, correct and complete by the appropriate authority in its jurisdiction of organization as of a date acceptable to the Lender; (D) a true, correct, and complete copy of the operating agreement or other similar organizational document of the Additional Guarantor; and (E) certificates of the appropriate government officials as to the existence and good standing of the Additional Guarantor in (i) its jurisdiction of organization and (ii) each other jurisdiction in which it the Additional Guarantor is required to qualify to do business, each dated a party and certifying date acceptable to the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyLender; (vi) certified copies of such other documents, instruments and certificates as reasonably requested by the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationLender; (viib) a favorable written opinion the Lender shall have received payment or evidence of Txxxxxxx & Knight LLPpayment of all fees and expenses owed by the Borrower to the Lender including, without limitation, the reasonable fees and expenses of Xxxxxxxx PC, counsel to the Loan PartiesLender; (c) the Lender shall have received evidence, addressed in form and substance reasonably satisfactory to the Administrative Agent Lender, that all actions required to be taken by the Borrower and each of the Lenders, and covering such matters relating to the other Loan Parties, the Loan Documents and Party in connection with the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestby this Amendment have been taken; (viiid) a certificate the representations and warranties contained in the form Loan Agreement and in each other Loan Document shall be true and correct as of Exhibit 3.1(c)(viii)the date hereof, dated except to the Closing Date extent that such representations and signed by a Responsible Officerwarranties specifically refer to an earlier date, certifying that in which case they shall be true and correct as of such earlier date; and (xe) no Default or Event of Default under the Loan Agreement or under any other Loan Document exists, (y) all representations . Third Amendment to Loan Agreement and warranties other Loan Documents - 15 - Upon the satisfaction of each Loan Party the conditions set forth in the Loan Documents are true and correct and (z) since this Section 6, this Amendment shall be effective as of the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithhereof.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent Initial Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentInitial Lender) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement (ii) the upfront fees payable to the Initial Lender in accordance with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangercommitment letter between the Borrower and the Initial Lender. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent Initial Lender (or its counsel) shall have received the following, each in form and substance satisfactory to the Initial Lender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a duly executed Senior Revolving Credit Term Note payable to each the Initial Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyDocuments; (viiv) (a) certified copies of the articles or certificate of incorporation, certificate incorporation of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Loan Party Subsidiary and each other jurisdiction where such Loan Party Subsidiary is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of Txxxxxxx & Knight LLPXxxxxxx, Xxxxxx Winter Stennis P.A., counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Initial Lender shall reasonably request; (viiivi) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(vi), dated the Closing Effective Date and signed by a Responsible Officer, certifying that (xw) no Default or Event of Default exists, (yx) all representations and warranties of each Loan Party the Borrower set forth in the Loan Documents are true and correct on and as of the Effective Date, (zy) since the date of the financial statements of the Borrower described in Section 4.4December 31, 2010, there shall have been no change change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse EffectEffect and (z) no consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(vii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby; (ixvii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Lawapplicable laws, or by any Contractual Obligation of each Loan Party, if anythe Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Term Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xiiviii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending March 31, 2011, and (B) the audited consolidated financial statements for the Borrower and its subsidiaries Subsidiaries for the Fiscal Year Years ending December 31, 2010, 2009 and 2008; (xiiiix) certified copies the results of all agreementsa recent UCC, indentures or notes governing tax, judgment and lien searches in respect of the terms Borrower, and such searches shall reveal no Liens of any Material Indebtedness and all record other material agreements, documents and instruments than Liens expressly permitted pursuant to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementSection 7.2; and (xvx) duly executed copy such other documents, agreements and instruments as the Administrative Agent on behalf of the New Treasury Credit Agreement and the documents executed in connection therewithLenders may reasonably request.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Second Amendment shall not become be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming precedent have been fulfilled to the satisfaction of such conditions the Agent: (a) This Second Amendment shall have been duly executed and delivered by the Borrowers, the Agent, and the occurrence Lenders. The Agent shall have received a fully executed copy hereof. (b) The Borrowers shall have paid to the Agent, for the account of the Lenders, an amendment fee in an amount equal to $75,000. (c) The Agent shall have received the Mortgage duly executed by the parties thereto and all related Mortgage Documents, as applicable. (d) The Agent shall have received a new Note duly executed by the Borrowers for each Lender requesting a new Note. (e) The Agent shall have completed its business, legal, and collateral due diligence, including obtaining, a report of an independent collateral auditor satisfactory to Agent (which may be affiliated with one of the Lenders) with respect to the Books and Accounts and Inventory components included in the Aggregate Borrowing Base, including Eligible In-Transit Inventory (in Canada) and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to the Agent. (f) This Second Amendment or any additional instruments and documents that the Agent and its counsel may have reasonably requested shall have been delivered and/or executed and shall be in form and substance satisfactory to Agent in its Permitted Discretion. (g) Agent shall have received a certificate satisfactory to Agent certifying that, as of the date hereof, there has been no change, amendment or other modification to each Borrower’s Governing Documents as of the Closing Date. (ah) The Administrative Agent shall have received all fees and other amounts due and payable on or prior a certificate from the Secretary of each Borrower attesting to the Closing Dateresolutions of such Borrower’s Board of Directors authorizing its execution, including reimbursement or payment delivery, and performance of all out-of-pocket expenses (including reasonable fees, charges this Second Amendment and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document Documents to which such Borrower is a party and under any agreement with authorizing specific officers of such Borrower to execute the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangersame. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) Agent shall have received a counterpart certificate of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement status with respect to all deposit accountseach Borrower, securitiesdated on or about the date hereof, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect such certificate to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested be issued by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where Borrower, which certificate shall indicate that such Loan Party Borrower is required to be qualified to do business as a foreign corporation;in good standing in such jurisdiction. (viij) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no No Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably occurred and be expected to have a Material Adverse Effect; (ix) certified copies of all consentscontinuing, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party both before and immediately after giving effect to all transactions contemplated by the Loan Documents;execution of this Second Amendment. (xiik) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any No Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithAdverse Change shall have occurred.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date first above written (the “Amendment Effective Date”) when, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of only when, the following conditions is have been satisfied (or waived in accordance with Section 10.2). The by the Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or received, in immediately available funds, to the extent invoiced prior to the Closing Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including including, but not limited to, the reasonable fees, charges fees and disbursements expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, Borrowers hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerDocument. (b) The Administrative Agent shall have completed received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and be satisfied with substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrowers, the Lenders, the Administrative Agent, and the Fronting Banks or (B) written evidence satisfactory to the Administrative Agent that such parties have signed counterparts of this Amendment; (ii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment and the Credit Agreement and (B) all due diligence documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default with respect to such Borrower and its Subsidiaries(B) all representations and warranties of such Borrower contained in the Credit Agreement and each other Loan Document to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, including but not limited to review true and correct in all respects) on and as of the Underwriting PoliciesAmendment Effective Date, risk management proceduresas though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, accounting policiesin which case such representation and warranty shall be true and correct as of such specific date); and (v) opinions of Xxxxx Day, systems integrity, compliance, management and organizational structurespecial counsel for the Borrowers, and certain local counsel for the loan and investment portfolio of Borrowers, as reasonably requested by the Borrower and its Subsidiaries;Administrative Agent. (c) The Administrative Agent (or its counsel) 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 following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory Patriot Act and the Beneficial Ownership Regulation, to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that extent such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent documentation or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as information is requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies on behalf of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no any Lender prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans and first date (the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which “Effective Date”) when each of the following conditions is satisfied below have been fulfilled to the reasonable satisfaction of (or waived in accordance with Section 10.2). The waiver by) the Administrative Agent and the Borrower shall execute a notice confirming FILO Agent in accordance with the satisfaction of such conditions and the occurrence of the Closing Dateterms hereof. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative FILO Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed Amendment executed by or on behalf of each party hereto or written evidence satisfactory to Holdings, the Borrower, the other Loan Parties, the Administrative Agent, the FILO Agent (which may include telecopy transmission and the Existing Lenders constituting the Requisite Lenders and the Requisite FILO Lenders and, solely for purposes of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;amending the term “Scheduled Termination Date”, and “FILO Maturity Date” each Lender directly and adversely affected thereby. (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (vx) a certificate of a Responsible Officer of the Secretary or Assistant Secretary Borrower, dated as of each Loan Party in a form satisfactory to the Administrative AgentEffective Date, attaching and certifying copies of its bylaws and of which shall (A) certify the resolutions of its boards the board of directors, members or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, other body authorizing the execution, delivery and performance by each Loan Party of this Amendment and the Credit Agreement, as amended hereby, (B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Amendment and the other Loan Documents to which it is a party and certifying (C) contain appropriate attachments, including the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan PartyParty certified, together with certificates of good standing or existenceif applicable, as may be available from by the Secretary of State relevant authority of the jurisdiction of organization of the such Loan Party and (y) a good standing certificate as of a recent date for the Borrower and each other Guarantor from its jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;of organization. (viiiii) a favorable written opinion solvency certificate from the chief financial officer of Txxxxxxx & Knight LLPthe Borrower (as of the Effective Date). (iv) a certificate of a Responsible Officer of the Borrower, counsel certifying to the Loan Partiesmatters set forth in Section 2(b) below. (v) executed copies of (i) the First Amendment to Intercreditor Agreement, addressed to dated as of the date hereof, among the Administrative Agent, the Collateral Agent, the Term Facility Administrative Agent and the Second Lien Administrative Agent, and acknowledged by the Borrower, Holdings and the other Guarantors, (ii) the Second Lien Credit Agreement, (iii) Amendment No. 3 to the Term Facility Credit Agreement, dated as of the date hereof, among the Borrower, Holdings, the other loan parties party thereto, the lenders party or consenting in writing thereto and the Term Facility Administrative Agent and (iv) the First Lien/Second Lien Intercreditor Agreement, each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect. (b) On and as of the Effective Date, both immediately before and immediately after giving effect to the effectiveness of this Amendment, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all applicable waiting periods material respects; provided that, to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and provided, further that, any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Event of Default or Default shall exist, or would result from, the execution or delivery of this Amendment. (c) All conditions to effectiveness contained in Section 3 of that certain Amendment No. 3 to the Term Loan Credit Agreement, dated as of the date hereof, among the Borrower, Holdings, the loan parties party thereto, each lender party thereto and Royal Bank, as Term Facility Administrative Agent, shall have expired and no investigation been, or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed concurrently with the proceeds thereof shall be ongoing;effectiveness of this Amendment be, satisfied (or waived). (xd) certificates The Borrower shall have paid (which may occur substantially simultaneously with the effectiveness of insurancethis Amendment on the Effective Date) (i) all reasonable, documented and invoiced fees payable to the Administrative Agent in form connection with this Amendment, (ii) all reasonable fees, expenses and detail acceptable to disbursements of Xxxx Xxxxxxxx LLP, as counsel for the Administrative Agent, describing incurred in connection with the types preparation, negotiation and amounts execution of insurance this Amendment to the extent invoiced at least three (property 3) Business Days prior to the date hereof and liability(iii) covering any all reasonable fees, expenses and disbursements of Xxxxxxx Xxxx & Xxxxx LLP, as counsel for the tangible insurable Collateral maintained by FILO Agent, incurred in connection with the Loan Partiespreparation, in negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof. (e) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each case naming Mortgaged Property. (f) The Borrower shall have delivered to the Administrative Agent a perfection certificate reasonably satisfactory to the Administrative Agent (but including, for the avoidance of doubt, a reasonably detailed list of all owned real property, including, where applicable, an identification of such owned real property as additional insured; (xi) a certificateMaterial Real Property, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies Excluded Real Property or of the audited consolidated financial statements type that is eligible for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithan Exempt Permitted Sale-Leaseback Transaction).

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until on the date on which each all of the following conditions is precedent have been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and (the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date."EFFECTIVE DATE"): (a) The Administrative Agent shall have received all fees five counterparts hereof duly executed and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid delivered by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangereach Borrower. (b) The Administrative Agent shall have completed received executed Lender Consent Letters, substantially in the form of Exhibit A hereto ("LENDER CONSENT LETTERS"), from the Requisite Lenders. (c) Lenders and be satisfied with all due diligence their respective counsel shall have received originally executed copies of one or more favorable written opinions of counsel for Borrowers, Guarantors and Pledgors in form and substance satisfactory to Administrative Agent and its counsel, dated as of the Fifth Amendment Effective Date, with respect to the Borrower validity, binding effect and its Subsidiariesenforceability of this Amendment, including but not limited to review of the Underwriting PoliciesBorrowers Pledge Agreement, risk management proceduresthe Guaranty, accounting policies, systems integrity, compliance, management and organizational structurethe Intra-Company Loan Subordination Agreement, and the loan Intercreditor Agreement (collectively, the "AMENDED DOCUMENTS") and investment portfolio due authorization, execution and delivery thereof, and as to such other matters as Administrative Agent acting on behalf of Lenders may request. (d) On or before the Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and each of the Borrower Amended Documents and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its Subsidiaries;counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. (ce) Borrowers shall have paid the fees, costs and expenses of Administrative Agent's counsel in connection with this Amendment and each of the Amended Documents. (f) The Administrative Agent (or its counsel) shall have received evidence satisfactory to it and its counsel that the Revolver Administrative Agent and the requisite Lenders under the Revolving Credit Agreement (i) have modified, or concurrently with the Effective Date will modify, the Revolving Credit Agreement, the Borrowers Pledge Agreement, the Guaranty, the Intra-Company Loan Subordination Agreement, or the Intercreditor Agreement (each as defined in the Revolving Credit Agreement) in a manner satisfactory to the Administrative Agent and the Requisite Lenders and the Administrative Agent shall have been provided with true, correct and complete copies of the documents effecting such modifications to the Revolving Credit Agreement and (ii) have consented to or waived their right to consent to the Borrowers' and the Guarantors' execution and delivery of this Amendment and each of the Amended Documents. (g) The Administrative Agent shall have received evidence satisfactory to Administrative Agent that Borrowers shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings and deliveries that may be necessary or, in the opinion of Administrative Agent, desirable in order to create in favor of Collateral Agent, for the benefit of Lender Group, a valid and (upon such filing and recording and delivery) perfected first priority security interest in the Pledged Collateral. Such actions shall include the following: (iA) delivery to Collateral Agent of accurate and complete schedules to all of the applicable Collateral Documents; and (B) delivery to Collateral Agent of (a) certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Collateral Agent) representing all capital stock constituting Pledged Collateral pledged pursuant to the Borrowers Pledge Agreement and (b) all promissory notes or other instruments (duly endorsed, where appropriate, in a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence manner satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementCollateral Agent) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatesconstituting Pledged Collateral. (ivh) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the The Administrative Agent shall have received such evidence as Administrative Agent may reasonably require to verify that each Borrower Party is duly organized or formed, validly existing, in order good standing and qualified to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports engage in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of business in each Loan Party jurisdiction in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;engage in business, INCLUDING, without limitation, certified copies of each Borrower Party's Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like. (viii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the The Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) have received a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, Officer of Borrowers certifying that (xA) no Default or Event the conditions specified in SECTIONS 4.01(e) and 4.01(g) have been satisfied as of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct date hereof and (zB) there has been no event or circumstances since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change Audited Financial Statements which has had or could reasonably be expected to have a Material Adverse Effect;. (ixj) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods The Administrative Agent shall have expired received a certification and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates written analysis of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer or treasurer of each Loan PartyBorrowers which, confirming to Administrative Agent's satisfaction, evidences that Borrowers are, and shall remain through and including the solvency of each Loan Party before and Maturity Date, Solvent after giving effect to all the Term Loans and the other transactions contemplated by the Loan Documents;hereby. (xiik) copies The Administrative Agent shall have received a fully executed (and duly delivered) copy of each of (i) the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness Term Loan Credit Agreement and all other material agreementsTerm Loan Documents; (ii) a replacement Payment Guaranty, documents and instruments dated as of even date herewith, duly executed by each Guarantor in the form attached as ANNEX II hereto, which new Guaranty shall replace, as of the Fifth Amendment Effective Date, each Guarantor's existing Payment Guaranty (Non-Casden Guarantors) or Payment Guaranty (Casden Guarantors) dated as of March 11, 2002 (as applicable) pursuant to which any Loan Party or any Guarantors have guarantied the Obligations; (iii) the Omnibus Borrowers Pledge Agreement, dated as of its assets are boundeven date herewith, duly executed by all parties thereto in the form attached as ANNEX I hereto, pursuant to which Pledgors have pledged certain Pledged Collateral as security for the Loan; (iv) an Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of even date herewith, duly executed by all parties thereto in the form attached as ANNEX IV hereto, which Amended and Restated Intercreditor and Collateral Agency Agreement shall replace, as of the Fifth Amendment Effective Date, that certain Amended and Restated Intercreditor and Subordination Agreement dated as of March 11, 2002, by and among Borrowers, Administrative Agent, borrowers to the extent requested Revolving Credit Agreement, and Bank of America, N.A., in its capacity as administrative agent thereunder and (v) an Intra-Company Loan Subordination Agreement, dated as of even date herewith, duly executed by all parties thereto in the Administrative Agent;form attached as ANNEX III hereto, which Intra-Company Loan Subordination Agreement shall replace, as of the Fifth Amendment Effective Date, that certain Intra-Company Loan Subordination Agreement dated as of March 11, 2002, by and among Borrowers and each of the Intra-Company Lenders (as defined in the Intra-Company Loan Subordination Agreement). (xivl) duly Lenders and their respective counsel shall have received executed Intercreditor Agreement; and (xv) duly executed copy resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower Party as Administrative Agent may require to establish the New Treasury Credit Agreement identities of and verify the documents executed in connection therewithauthority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof.

Conditions to Effectiveness. The obligations Upon the satisfaction or waiver of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied conditions, this Agreement shall be deemed to be effective (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction date of such conditions and satisfaction, the occurrence of the Closing “Effective Date.”): (a) The the Administrative Agent shall have received (i) an executed signature page to this Agreement or a written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders that constitute Required Lenders and (ii) an executed signature page to this Agreement from the Borrower; (b) the Administrative Agent shall have received counterparts of the Acknowledgment and Reaffirmation attached hereto executed by each Subsidiary Guarantor; (c) each of the Administrative Agent and Xxxxx Fargo Securities, LLC (“WFS”) shall have been paid or reimbursed for all fees and other amounts due reasonable and payable on or prior to the Closing Date, including reimbursement or payment of all documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation and without duplication, (including i) those set forth in the letter agreement dated as of May 13, 2021 between WFS and the Borrower and (ii) the reasonable and documented fees, disbursements and other charges and disbursements of one counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with for the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxxand its Affiliates, Inc.in each case, as Arranger.to the extent invoiced at least one (1) Business Day prior to the Effective Date; 5 144846420_4 (bd) The the Borrower shall have paid to WFS a fee equal to 0.05% of the aggregate outstanding principal amount of Term Loans and Revolving Credit Commitments held (as reflected in the Register as of such date and time) by all Lenders that have provided (and not withdrawn) their consent to this Agreement (collectively, the “Consenting Lenders”) on or prior to 4:00 p.m., New York City time, on May 20, 2021, which fee shall be paid to WFS, for the account of the Consenting Lenders, and WFS shall further distribute such fee to the Consenting Lenders on pro rata basis determined based on each Consenting Lender’s respective percentage of all Term Loans and Revolving Credit Commitments held by Consenting Lenders as of such date and time (as reflected in the Register); and (e) each of the representations and warranties set forth in this Agreement and the Acknowledgment and Reaffirmation shall be true and correct. Without limiting the generality of the provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, each Lender that has signed this Agreement or an Authorization 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 a Lender unless the Administrative Agent shall have completed and be satisfied with all due diligence with respect received notice from such Lender prior to the Borrower and proposed Effective Date specifying its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatesobjection thereto. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of the Lenders This Amendment shall be effective only upon and subject to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent: (aA) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid this Amendment duly executed by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerparties hereto. (bB) The Administrative Agent shall have completed been paid an amendment fee in the amount of $300,000 which fee shall be deemed fully earned and be satisfied nonrefundable and paid with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries;proceeds from an Eighth Amendment Advance. (cC) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a Seventh Amended and Restated Revolving Note for Sprott PC Trust Purchaser duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals by the Borrowers in the original principal amount of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates$20,665,133.59. (ivD) the Administrative Agent shall have received an Eighth Amended and Restated Revolving Note for TEC Insight Fund Purchaser duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Borrowers in the original principal amount of $5,166,283.40. (E) Administrative Agent in order to perfect such Liensshall have received a Reaffirmation of Unconditional Personal Guaranty, duly executed by the Borrower and the Subsidiary GuarantorsChairman. (F) Administrative Agent shall have received a Reaffirmation of Guaranty, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower;Company Parties (other than the Borrowers). (vG) Administrative Agent shall have received a Reaffirmation of Guaranty, duly executed by McAfee Capital, LLC. (H) Administrative Agent shall have received a certificate of a Senior Officer of the Secretary or Assistant Secretary Parent and each Borrower certifying (1) that no change has occurred to the Organizational Documents of each Loan Party in a form satisfactory such Person since certified copies thereof were previously delivered to the Administrative Agent, attaching Agent and certifying copies (2) that attached thereto is a true and complete copy of its bylaws and resolutions duly adopted by the board of the resolutions directors of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, each such Person authorizing the execution, delivery and performance of the Loan Note Purchase Documents to which it such Person is a party delivered in connection with this Amendment, and certifying that such resolutions have not been modified, rescinded or amended and are in full force. (I) Administrative Agent shall have performed and complied with all of the name, title covenants and true signature of each officer of such Loan Party executing conditions required by this Amendment and the Loan Note Purchase Documents to which it is a party;be performed and complied with upon the effective date of this Amendment. (viJ) certified copies Administrative Agent shall have received evidence that the Borrowers have paid the reasonable fees and expenses of Administrative Agent’s outside legal counsel in connection with the preparation of the articles or certificate of incorporationAmendment, certificate of organization or limited partnershipprevious amendments and other matters regarding the Agreement and with proceeds from an Eighth Amendment Advance. (K) Administrative Agent shall have received all other approvals, opinions, documents, agreements, instruments, certificates, schedules and materials as Administrative Agent may reasonably request. Each Borrower acknowledges and agrees that the failure to perform, or other registered organizational documents to cause the performance of, the foregoing covenants and agreements will constitute an Event of each Loan Party, together with certificates of good standing or existence, as may be available from Default under the Secretary of State of the jurisdiction of organization of such Loan Party Agreement and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Noteholders shall have the right to demand the immediate repayment in full in cash of all outstanding Indebtedness owing to Administrative Agent and Noteholders under the Agreement, the Notes and the other Note Purchase Documents. In consideration of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents foregoing and the transactions contemplated therein as by this Amendment, each Borrower hereby (a) ratifies and confirms all of the obligations and liabilities of such Borrower owing pursuant to the Agreement and the other Note Purchase Documents, and (b) agrees to pay all costs, fees and expenses of Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, Noteholders in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewiththis Amendment.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not This Agreement will become effective until on the first date (such date, the “Fifth Amendment Effective Date”) on which each of the following conditions is satisfied satisfied: A. The Agent shall have received counterparts of this Agreement executed and delivered by the Parent REIT, the Borrower, the other Loan Parties on the date hereof, each Fifth Amendment Term Loan Lender, and Lenders constituting Required Lenders (or waived as defined in accordance with Section 10.2the Credit Agreement). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (ai) The Administrative Agent shall have received all reasonable fees and other amounts due and payable by the Borrower to the Agent in accordance with the terms of the Amended Credit Agreement on or prior to the Closing Datedate hereof, including including, to the extent invoiced at least one (1) Business Day prior to the date hereof, reimbursement or payment of all out-of-out of pocket expenses (including reasonable fees, charges and disbursements of counsel required pursuant to the Administrative Agent) required terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;in connection herewith; and (ii) a duly executed Senior Revolving Credit Note each Joint Lead Arranger shall have received all of the fees payable to each Lender; such Joint Lead Arranger, for its own account (iii) duly executed originals and for the account of each Control Agreement the Lenders, as applicable), in the amounts then due to such Joint Lead Arranger in accordance with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatesthe terms of the fee letter between the Borrower and such Joint Lead Arranger. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as C. The Agent shall have received all information reasonably requested by the Administrative Agent in order to perfect such Liens, duly executed by or any Lender regarding the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment other Loan Parties in order to comply with the Patriot Act and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names similar “know your customer” requirements of the Borrower Agent and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any Lenders party to this Agreement. D. As of the Collateral other than Permitted Encumbrancesdate hereof, both immediately before and (C) a Perfection Certificate duly completed immediately after entering into and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory giving effect to the Administrative Agentthis Agreement, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there . E. The Agent shall have been no change which has had or could reasonably be expected to have received a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation certificate of each Loan Party, if anydated the Fifth Amendment Effective Date, substantially in connection with the execution, delivery, performance, validity and enforceability form of Exhibit C of the Loan Documents or any of the transactions contemplated therebyAmended Credit Agreement, with appropriate insertions and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods attachments. F. The Agent shall have expired and no investigation or inquiry by any governmental authority regarding received the Loan Documents or any transaction being financed with executed legal opinions of counsel to the proceeds thereof shall be ongoing; (x) certificates of insuranceGroup Members, in form and detail substance reasonably acceptable to the Administrative Agent, describing . Such legal opinions shall cover such matters incident to the types transactions contemplated by this Agreement as the Agent may reasonably require and amounts of insurance (property shall be addressed to the Agent and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Lenders. G. The Agent as additional insured; (xi) shall have received a certificateCompliance Certificate, dated the Closing Date and signed by the chief financial officer of Fifth Amendment Effective Date, demonstrating pro-forma compliance with each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated covenants set forth in Section 7.1 of the Amended Credit Agreement as of the last day of the most recent fiscal quarter of the Borrower for which the Borrower has provided financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.under Section 6.1(b)

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders date set forth above upon the receipt subject to make Loans and the obligation satisfaction or waiver by the Administrative Agent on behalf of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each Required Lenders of the following conditions is satisfied precedent (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence “Amendment Effective Date”): A. each of the Closing Date.representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all material respects as of the date of this Amendment; (a) The B. the Administrative Agent shall have received all fees a counterpart signature page to this Amendment, duly executed and other amounts due delivered by the Borrower, the Parent, each Subsidiary Guarantor and payable on or prior to the Closing DateRequired Lenders; C. the Administrative Agent shall have received an amendment fee letter, including reimbursement or payment of all out-of-pocket expenses (including reasonable feesduly executed and delivered by the Borrower, charges in form and disbursements of counsel substance satisfactory to the Administrative Agent) required ; D. the Administrative Agent shall have received a final executed copy of the Wireless Data and Application Agreement entered into between Sprint/United Management Company and NextRadio LLC, such agreement to be reimbursed or paid by in form and substance reasonably satisfactory to the Borrower hereunder, under any other Loan Document Administrative Agent; E. the Administrative Agent shall have received such documents and under any agreement with certificates as the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect its counsel may reasonably request relating to the Borrower organization, existence and its Subsidiaries, including but not limited to review good standing of the Underwriting PoliciesNew Subsidiary, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio authorization of the Borrower transactions contemplated hereunder and its Subsidiaries; (c) The Administrative Agent (under the Credit Documents, the incumbency of their respective authorized officers and any other legal matters relating to the New Subsidiary, this Amendment or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence transactions contemplated hereunder and under the Credit Documents, all in form and substance satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand its counsel; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by F. the Administrative Agent shall have received the results of a recent Lien search in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names where assets of the Borrower New Subsidiary are located, and the Subsidiary Guarantors requested by the Lenders, indicating that there are such searches shall reveal no prior Liens on any of the Collateral other than Permitted Encumbrances, assets of the New Subsidiary except for Liens permitted by Section 6.02 of the Credit Agreement; G. the execution and (C) a Perfection Certificate duly completed and executed delivery by the Borrower;Subsidiary Guarantors of an Affirmation of Guaranty and Collateral Documents in the form of Exhibit A hereto; and (v) a certificate of H. the Secretary or Assistant Secretary of each Loan Party in a form Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of paid all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are boundfees and, to the extent requested billed, expenses payable by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of Borrower hereunder on the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations This Eighth Amendment shall be effective as of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until date first set forth above on the date on (the “Effective Date”) upon which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent are satisfied: (a) The Administrative Agent Borrower shall have received all fees delivered to Agent an executed counterpart of this Eighth Amendment duly executed by an authorized officer of Borrower and each other amounts due agreement, document or instrument reasonably requested by Agent in connection with this Eighth Amendment, each in form and payable on or prior substance reasonably satisfactory to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.; (b) The Administrative Agent Borrower shall have completed and be satisfied with all due diligence with respect delivered to the Borrower and its Subsidiaries, including but not limited to review Agent an executed counterpart of the Underwriting PoliciesFourth Amended and Restated Revolving Credit, risk management procedures, accounting policies, systems integrity, compliance, management Term Loan and organizational structure, and the loan and investment portfolio Security Agreement duly executed by an authorized officer of Borrower as of the Borrower date hereof (the “Fourth Restated Credit Agreement”) and its Subsidiarieseach other agreement, document or instrument reasonably requested by Agent in connection with the Fourth Restated Credit Agreement, each in form and substance reasonably satisfactory to Agent and each to be effective concurrently with this Eighth Amendment upon the Effective Date; (c) The Administrative Agent (or its counsel) National Pharmaceuticals shall have received delivered to Agent a secretary’s certificate, the following: (i) a counterpart Charter and Good Standing Documents of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement National Pharmaceuticals and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards the Board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, Directors of National Pharmaceuticals authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each this Eighth Amendment certified by an authorized officer of such Loan Party executing the Loan Documents to which it is a partyNational Pharmaceuticals; (vid) certified copies receipt by Agent of a UCC and lien search with respect to National Pharmaceuticals satisfactory in form and substance to Agent and its legal counsel and confirmation that Lender possesses a valid, perfected first priority lien and security interest in the articles or certificate Collateral of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationNational Pharmaceuticals; (viie) receipt by Agent of a favorable written opinion of Txxxxxxx & Knight LLP, counsel Solvency Certificate with respect to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestNational Pharmaceuticals; (viiif) National Pharmaceuticals shall have executed and filed an IRS Form 8821 with the appropriate office of the Internal Revenue Service; (g) each document (including, without limitation, any UCC financing statement) required by any Loan Document or under law or requested by Agent or Lender to be filed or recorded in order to create, in favor of Lender, a certificate perfected first priority security interest in or Lien upon such Collateral owned by National Pharmaceuticals and evidence of each such filing, registration or recordation and of the payment by National Pharmaceuticals of any necessary fee, tax or expense relating thereto; (h) there shall be no liabilities or obligations with respect to Borrower of any nature whatsoever which, either individually or in the form of Exhibit 3.1(c)(viii)aggregate, dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could would reasonably be expected to have a Material Adverse Effect; (ixi) certified no Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent; (j) Borrower shall comply with all laws, statutes, rules, regulations, ordinances and tariffs of all Governmental Authorities applicable to it or its business, assets or operations, including, but not limited to, Environmental Laws and Healthcare Laws except where non-compliance could not reasonably be expected to have a Material Adverse Effect; (k) the representations and warranties contained herein and in all other Loan Documents shall be true and correct in all material respects; (l) Borrower shall have delivered to Agent and its legal counsel true and correct copies of the Merger Agreement and all consentsother Merger Documents, approvalstogether with all schedules and exhibits thereto; (m) Borrower shall have delivered to Agent and its legal counsel true and correct copies of the Bridge Loan Agreement and all other Bridge Loan Documents, authorizationstogether with all schedules and exhibits thereto; (n) Borrower shall have delivered to Agent and its legal counsel true and correct copies of the Series A Preferred Stock Purchase Agreement and all other Preferred Stock Documents, registrations together with all schedules and filings exhibits thereto; (o) Borrower shall have delivered to Agent and orders required or advisable its legal counsel true and correct copies of any and all documents evidencing the amendment and restatement of the MHR Subordinated Note and any related documents, agreements and instruments; (p) Agent shall have received a fully executed copy of a Senior Subordination Agreement, executed by ComVest, subordinating the Bridge Loan and the Merger Agreement Fees and Damages to the Obligations in form and substance satisfactory to Agent (the “ComVest Subordination Agreement”); (q) ComVest shall have executed and delivered a Management Fee Subordination Agreement to Agent to be made or obtained under any Requirement effective on the effective date of Law, or by any Contractual Obligation of each Loan Party, if any, the Merger with respect to the Management Agreement entered into in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoingSeries A Preferred Stock Purchase Agreement; (xr) certificates the MHR Noteholders, and MHR Capital Partners (500) LP, as collateral agent for the MHR Noteholders hall have executed and delivered to the Agent a confirmation and amendment with respect to the MHR Subordination Agreement; (s) Borrower shall have delivered to Agent an executed counterpart of insurancethe Third Amended and Restated Equity Participation Fee Agreement dated the date hereof, in form and detail acceptable substance reasonably satisfactory to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xivt) duly executed Intercreditor Agreementthe Bridge Loan shall have closed in accordance with the terms and conditions of the Bridge Loan Documents and Borrower shall have received the proceeds thereof; and (xvu) duly executed copy Agent shall have received the Amendment Fee on behalf of the New Treasury Credit Agreement and the documents executed in connection therewithLender.

Conditions to Effectiveness. The obligations of This Agreement shall become effective, and the Lenders Lenders, the Swingline Lender and Issuing Bank shall be obligated to make the initial Loans and issue the obligation of the Issuing Bank to issue any Letter initial Letters of Credit hereunder shall not become effective until hereunder, upon the date on which each satisfaction of the following conditions, in addition to the conditions is satisfied (or waived precedent specified in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.3.2: (a) The Administrative Agent and SunTrust Bank shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of outside counsel to the Administrative AgentAgent and SunTrust Bank) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxAgent, Inc.Wachovia Capital Markets, LLC., as Arranger., or SunTrust Bank (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Notes payable to such Lender and the Swingline Note payable to each the Swingline Lender; (iii) duly executed originals evidence satisfactory to the Administrative Agent that all amounts due and payable under the Existing Credit Agreement have been repaid and all commitments of each Control Agreement with respect the lenders from time to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent time parties thereto have been or its affiliates.concurrently will be terminated; (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of the Operator, each Loan Party in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws the Borrower Partnership Agreement, the Operating Agreement or comparable organizational documents, and copies of the articles of incorporation or partnership agreement of each Partner, and of the resolutions of its boards the management committee of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents the Borrower and other appropriate authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Operator executing the Loan Documents to which it is a partyDocuments; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Partiesopinion, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the Operator, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;, of (a) Andrews Kurth LLP, counsel to the Borrower and the Operxxxx, xxx (x) Janet Place, Vice President and General Counsel of the Xxxxxtor. (viiivi) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party the Borrower set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vii) a duly executed Notice of Borrowing; (viii) a duly executed funds disbursement letter, together with a report setting forth the sources and uses of the proceeds hereof; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if anythe Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Credit Facility or any transaction being financed with the proceeds thereof shall be ongoing;; and (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries Subsidiaries for the Fiscal Year Years ending December 31, 2010; (xiii) certified copies of all agreements2002, indentures or notes governing the terms of any Material Indebtedness December 31, 2003 and all other material agreementsDecember 31, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith2004.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans Effective Date when and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The if Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have has received the following: (ia) a counterpart of this Agreement signed Amendment, duly executed by or on behalf of Borrower, each party hereto or written evidence satisfactory to the Guarantor, Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to and each Lender; (iiib) duly guaranty joinder agreements executed originals and delivered by each of AZZ Galvanizing – Nebraska, LLC, a Delaware limited liability company, AZZ Enclosure Systems LLC, a Delaware limited liability company, AZZ Bus System Services LLC, a Delaware limited liability company, and AZZ International Holdings LLC, a Delaware limited liability company (collectively, the “New Guarantors”) (c) certificates of Responsible Officers of each Control Agreement with respect to all deposit accountsNew Guarantor, securitiesattaching and certifying resolutions, securities entitlementsincumbency of officers, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted EncumbrancesOrganization Documents, and (C) a Perfection Certificate duly completed certificates of existence, good standing and executed by foreign qualification for each jurisdiction where such New Guarantor’s ownership, lease or operation of its properties or the Borrowerconduct of its business requires such qualification; (vd) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory Responsible Officer, certifying (i) there have been no changes to the Organization Documents of Borrower or Guarantors previously delivered to Administrative Agent, or attaching any amended Organization Documents, (ii) the names and certifying true signatures of the officers of Borrower and each Guarantor authorized to execute and deliver this Amendment, (iii) for Borrower and each Guarantor that is not a partnership, copies of its bylaws and of the resolutions of its boards the Board of directorsManagers or Board of Directors of Borrower or such Guarantor, or partnership agreement or limited liability company agreement, or comparable organizational documents approving and authorizations, authorizing the execution, delivery and performance by Borrower or such Guarantor of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents this Amendment and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct hereby; and (ziv) since the date for each Guarantor that is a partnership, evidence of the financial statements approval and authorization of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity delivery and enforceability performance by such Guarantor of the Loan Documents or any of this Amendment and the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreementhereby; and (xve) duly executed copy of the New Treasury Credit Agreement such other assurances, certificates, Loan Documents, other documents, consents and the documents executed in connection therewithopinions as Administrative Agent may reasonably require.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Roxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx Thxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 20102012; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the Third Amendment to New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until on the date on which each of (the “Amendment Effective Date”) that the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent have been satisfied: (a) The the Administrative Agent shall have executed this Amendment and received (x) signature pages to this Amendment duly executed by the Lenders and each Loan Party (as of the date such other signature pages are received by the Administrative Agent) or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that each such party has signed a counterpart of this Amendment; (b) the Agents shall have received all fees and payable thereto or to any Lender on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Amendment Effective Date, including including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, out-of-pocket charges and disbursements of counsel to the Administrative AgentSkadden, Arps, Slate, Xxxxxxx & Xxxx LLP) required to be reimbursed or paid by the Borrower hereunder, Loan Parties hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its SubsidiariesDocument; (c) The the Borrower shall have delivered to the Administrative Agent and the Lenders an officer’s certificate, dated as of the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent; and (or its counseld) the Term Loan Agent, the requisite lenders under the Term Loan Agreement and the Loan Parties party hereto shall have received executed an amendment to the following: (i) a counterpart of this Term Loan Agreement signed by or in connection with the Permitted Restructuring Transactions, which amendment shall have become effective on behalf of each party hereto or written evidence satisfactory terms and conditions reasonably acceptable to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts“Term Amendment One”), securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed shall have delivered to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithTerm Amendment One.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until as of the date on which Agent shall have received, in form and substance satisfactory to Agent, each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent items and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence completed each of the Closing Date.following requirements, as determined by Agent in its sole discretion: (a) The Administrative Agent shall have received all fees a duly authorized, executed and other amounts due delivered counterpart of the signature page to this Amendment from Borrower, Collateral Manager, and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.each Lender; (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review each of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management documents and organizational structure, and other items indicated on the loan and investment portfolio of the Borrower and its Subsidiariesclosing checklist attached hereto as Annex D; (c) The Administrative Agent (or its counsel) shall have received the following: payment of (i) a counterpart the facility amount increase fee set forth in Section 3 of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent Fee Letter (which may include telecopy transmission the “First Amendment Closing Fee”) to Agent and (ii) the other fees and expenses, if any, then due and payable as specified in Sections 2.12 and 12.04 of a signed signature page of this Agreement) that such party has signed a counterpart of this the Credit Agreement; (iid) a duly executed Senior Revolving Credit Note payable Lien searches with respect to each LenderBorrower in acceptable scope and with acceptable result as of the date of this Amendment or not more than 30 days earlier; (iiie) duly executed originals of each Control Agreement such financial information with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Borrower as Agent or its affiliates. a Lender may reasonably request at least three (iv3) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect Business Days prior to the perfection date of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrowerthis Amendment; (vf) a certificate all consents to the extent necessary (in form and substance reasonably satisfactory to Agent and the Lenders) of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agentrespective boards, attaching managers, members, equity holders and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Partythird parties necessary, if any, in connection with the Xxxxxxxx’s and Collateral Manager’s execution, delivery, performance, validity delivery and enforceability performance of this Amendment and the Loan other Facility Documents or any of and the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (xg) certificates completion of insuranceall due diligence, site visits and underwriting that Agent and the Lenders deem necessary in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insuredtheir reasonable discretion; (xih) all representations and warranties of Borrower and Collateral Manager contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof, except to the extent that any such representation or warranty relates to a certificatespecific date, dated in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the Closing Date text of such representation or warranty) (and signed by the chief financial officer Borrower’s and Collateral Manager’s delivery of each Loan Party, confirming the solvency of each Loan Party its signature hereto shall be deemed to be its certification thereof); (i) immediately before and immediately after giving effect to all transactions contemplated by the Loan Documents; (xii) copies this Amendment, no Default or Event of the audited consolidated financial statements for the Borrower Default shall have occurred and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures be continuing or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreementresult therefrom; and (xvj) duly executed copy of the New Treasury Credit Agreement Borrower shall have delivered such other documents or certificates, and the documents executed in connection therewithcompleted such other matters, as Agent or Lenders may have reasonably requested.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.): (a) The Administrative Agent and the Lenders shall have received the payment of all fees fees, expenses and other amounts earned, due and payable on or prior to the Closing Date, including including, without limitation, and to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent) outside counsel), in each case, required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Loan Document (including, for the avoidance of doubt, the Fee Letters); provided that this clause (a) shall be deemed satisfied on the Closing Date by the delivery of a Notice of Borrowing on or prior to the Closing Date that authorizes the disbursement of the proceeds of the Term Loans on the Funding Date to pay such fees, expenses and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerother amounts. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent and Required Lenders: (i) a counterpart of this Agreement Agreement, signed by or on behalf of each party hereto hereto, or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable signatures to, and true, correct and complete copies of, each other Loan Document (as applicable) related to each Lenderthe Closing Date; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party Party, substantially in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(iii) attached hereto, attaching and certifying copies of (x) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company agreement, declaration of sole member or partnership agreement, as applicable, or equivalent thereof, (y) its articles or certificate of incorporation, certificate of formation, articles of organization or certificate of partnership, as applicable, or equivalent thereof and (z) the resolutions of its Board of Directors, shareholders (if required) or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents Document(s) to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents Document(s) to which it is a party; (viiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with (A) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such each Loan Party and (B) with respect to RRC, a certificate of good standing from the Registrar of Companies and a letter of good standing from the Cayman Islands Monetary Authority, in each other jurisdiction where such Loan Party is required case, issued on the Closing Date or as reasonably close to be qualified to do business the Closing Date as a foreign corporationpossible; (viiv) a favorable written opinion opinions of Txxxxxxx Xxxxxxxx & Knight Xxxxx LLP, Xxxxxx Xxxxxx Xxxxx (US) LLP and Xxxxxxx Xxxx & Xxxxxxx LLP, counsel to the Loan Parties, as applicable, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or and the Required Lenders shall reasonably requestrequest (which opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viiivi) a certificate certificate, substantially in the form of Exhibit 3.1(c)(viii)3.1(b)(vi) attached hereto, dated as of the Closing Date Date, and signed by a Responsible OfficerOfficer of the Borrower, certifying that immediately after giving effect to consummation of the transactions contemplated to occur on the Closing Date, (xA) no Default or Event of Default existsexists or shall result therefrom, (yB) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (zC) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could would reasonably be expected to have a Material Adverse EffectEffect and (D) the Liquidity of the Borrower and the other Loan Parties shall be no less than $200,000,000; (ixvii) [reserved]; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation Material Agreement of each any Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Loan Documents or any transaction being financed with the proceeds thereof Term Loans shall be ongoing; (ix) [reserved]; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured[reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents[reserved]; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010[reserved]; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent[reserved]; (xiv) duly executed Intercreditor Agreement[reserved]; (xv) a certificate, dated as of the Closing Date, and signed by a Responsible Officer of the Borrower, confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent, immediately after giving effect to the consummation of the transactions contemplated to occur on the Closing Date; (xvi) [reserved]; (xvii) [reserved]; and (xvxviii) duly delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Lender shall have reasonably requested prior to the Closing Date. (c) The BlackRock Lenders (or one or more of their designated affiliates or other designees) shall have received executed copy counterparts of the New Treasury Credit Board Observer Side Letter. (d) The Lenders (or one or more of their designated affiliates or other designees) shall have received executed counterparts of the Tranche 1 Warrants. (e) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Cayman Islands Monetary Authority has approved the Borrower’s entry into the Loan Documents. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, upon the express release of their signatures, the Administrative Agent and each Lender that has signed this Agreement and shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to the documents executed in connection therewithAdministrative Agent or such Lender.

Conditions to Effectiveness. The obligations Upon the satisfaction or waiver of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied conditions, this Agreement shall be deemed to be effective (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction date of such conditions and satisfaction, the occurrence of the Closing “Effective Date.”): (a) The the Administrative Agent shall have received (i) an executed signature page to this Agreement or a written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders that constitute Required Lenders and (ii) an executed signature page to this Agreement from the Borrower; (b) the Administrative Agent shall have received counterparts of the Acknowledgment and Reaffirmation attached hereto executed by each Subsidiary Guarantor; 145240514_4 (c) each of the Administrative Agent and Xxxxx Fargo Securities, LLC (“WFS”) shall have been paid or reimbursed for all fees and other amounts due reasonable and payable on or prior to the Closing Date, including reimbursement or payment of all documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation and without duplication, (including i) those set forth in the letter agreement dated as of June 30, 2021 among WFS, Xxxxx Fargo Bank, National Association and the Borrower and (ii) the reasonable and documented fees, disbursements and other charges and disbursements of one counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with for the Administrative Agent and its Affiliates, in each case, to the extent invoiced at least one (1) Business Day prior to the Effective Date (or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.set forth in a funds flow or settlement statement approved by the Borrower); (bd) The the Borrower shall have paid to WFS a fee equal to 0.10% of the aggregate outstanding principal amount of Term Loans and Revolving Credit Commitments held (as reflected in the Register as of such date and time) by all Lenders that have provided (and not withdrawn) their consent to this Agreement (collectively, the “Consenting Lenders”) on or prior to 3:00 p.m., New York City time, on July 14, 2021, which fee shall be paid to WFS, for the account of the Consenting Lenders, and WFS shall further distribute such fee to the Consenting Lenders on pro rata basis determined based on each Consenting Lender’s respective percentage of all Term Loans and Revolving Credit Commitments held by Consenting Lenders as of such date and time (as reflected in the Register); and (e) each of the representations and warranties set forth in this Agreement and the Acknowledgment and Reaffirmation shall be true and correct. Without limiting the generality of the provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, each Lender that has signed this Agreement or an Authorization 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 a Lender unless the Administrative Agent shall have completed and be satisfied with all due diligence with respect received notice from such Lender prior to the Borrower and proposed Effective Date specifying its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatesobjection thereto. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith.

Conditions to Effectiveness. The obligations This Amendment shall become effective --------------------------- as of the Lenders to make Loans and date first set forth above upon receipt by the obligation Agent of the Issuing Bank following, in each case in form and substance satisfactory to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Agent: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Datethis Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid duly executed by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.parties hereto; (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review evidence of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio Guarantors' consent (provided that delivery of the Borrower and its Subsidiariesconsent of the Luery Trust shall be on a best-efforts basis) to this Amendment on the signature pages hereto; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security an amended and restated Univision Subordination Agreement and reafffirmation with respect to any Subsidiary Guarantee the TSG Subordination Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower parties thereto; (d) with respect to Entravision Corp., the Guarantee, Guarantor Security Agreement, UCC-1 Financing Statements, stock certificates, legal opinion and the Subsidiary Guarantorsother agreements, (B) copies of favorable UCCinstruments, tax, judgment approvals and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names documents required pursuant to Section 5.11 of the Borrower and Credit Agreement; (e) the Subsidiary Guarantors requested by the LendersIntercreditor Agreement, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the BorrowerAgent and by the "Agent" under the Unrestricted Loan Agreement; (vf) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and copy of the resolutions of its boards the Board of directorsDirectors of each corporate Borrower and Guarantor, or partnership agreement or and a copy of the resolutions of the Executive Committee of each limited liability company agreementBorrower and Guarantor, each dated on or comparable organizational documents and authorizationsbefore the effective date of this Amendment, authorizing the execution, delivery and performance by such Obligor of this Amendment, each Loan Document to be executed by such Obligor in connection herewith, each "Loan Document" under the Unrestricted Loan Documents Agreement to which it such Obligor is or is to be a party and certifying any related documents or instruments to be executed by such Obligor, in each case certified by the nameSecretary or an Assistant Secretary, title and true signature of each officer or the Managing Members (as applicable), of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies Obligor as of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the effective date of the financial statements of the Borrower described in Section 4.4this Amendment, there shall which certificate states that such resolutions thereby certified have not been no change which has had amended, modified, revoked or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations rescinded and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be are in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoingeffect; (xg) incumbency certificates of insurance, in form for Entravision Corp. and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan PartiesTSG, in each case naming the Administrative Agent as additional insuredexecuted by its Secretary or an Assistant Secretary; (xih) copies of (i) all amendments to the Operating Agreement not previously delivered to the Lenders, (ii) the Univision Investment Documents and (iii) the TSG Investment Documents, all in form and substance satisfactory to the Agent and certified as correct and complete by a certificate, dated Responsible Officer of the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan DocumentsBorrowers; (xiii) copies the amendment fees agreed to be paid by the Borrowers to the Agent pursuant to a letter agreement separate herefrom, for the respective accounts of the audited consolidated financial statements for Lenders in the Borrower amounts agreed to between the Agent and its subsidiaries for each Lender, together with all fees, costs and expenses, including legal fees (if requested by the Fiscal Year ending December 31Agent), 2010payable by the Borrowers; (xiiij) certified copies of all agreements, indentures or notes governing a pro forma Covenant Compliance Certificate containing calculations showing pro forma compliance with the terms of any Material Indebtedness and all other material agreements, documents and instruments relevant covenants after Entravision's $145,000,000 equity contribution to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative AgentLCGAC; (xivk) duly executed Intercreditor evidence of the satisfaction of the conditions precedent under the Unrestricted Loan Agreement; (l) updated Schedules to the Credit Agreement, the Security Agreement and the Guarantor Security Agreements; and (xvm) duly executed copy of such other approvals, opinions, evidence and documents as any Lender, through the New Treasury Credit Agreement Agent, may reasonably request; and the documents executed in connection therewithAgent's reasonable satisfaction as to all legal matters incident to this Amendment.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until on the date on which (the “Effective Date”) when, and only when, each of the following applicable conditions is set forth below have been satisfied (or waived waived) in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.terms herein: (a) The this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, Revolving Lenders signatory hereto, the Swingline Lender and the Issuing Bank; (b) the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) as of the Effective Date, no Event of Default shall exist; (c) substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect pursuant to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart Section 3 of this Agreement; (iid) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, shall have received a (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (vi) a certificate of the Secretary or Assistant Secretary Borrower dated as of each Loan Party in a form satisfactory to the Administrative AgentEffective Date, attaching and certifying copies of its bylaws and of which shall (A) certify the resolutions of its boards the board of directors, members or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, other body authorizing the execution, delivery and performance by each Loan Party of this Agreement, (B) identify by name and title and bear the signatures of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents officers of each Loan PartyParty authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, together with certificates including the Organizational Documents of good standing or existenceeach Loan Party certified, as may be available from if applicable, by the Secretary of State relevant authority of the jurisdiction of organization of the such Loan Party and each other jurisdiction where (or certify that the Organizational Documents of such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization; (e) the Lenders, and covering such matters relating Administrative Agent shall have received three Business Days prior to the Loan Parties, the Loan Documents and the transactions contemplated therein Effective Date (or such later date as the Administrative Agent or reasonably agrees) a certification of beneficial ownership of the Required Lenders shall reasonably requestBorrower required under 31 C.F.R. § 1010.230; (viiif) the Administrative Agent shall have received a certificate certificate, in substantially the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable delivered to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated on the Closing Date and signed by Date, from the chief financial officer of each Loan Partythe Borrower certifying that the Borrower and its Subsidiaries, confirming the solvency of each Loan Party before and after giving effect to all the effectiveness of this Agreement on the Effective Date and the other transactions contemplated by the Loan Documentshereby, are solvent; (xiig) copies the Administrative Agent shall have received, on behalf of itself, and the audited consolidated financial statements Lenders, written opinions of Xxxxxxxxx Xxxxxxx, LLP, Xxxxxxxxx Xxxxxxx, P.A. and Xxxxxxx LLP as counsel for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementParties; and (xvh) duly executed copy each Revolving Lender shall have received a consent fee, in cash, for its own account equal to 0.50% of the New Treasury its Revolving Credit Agreement and the documents executed in connection therewithCommitment.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date first above written (the “Amendment Effective Date”) when, and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of only when, the following conditions is have been satisfied (or waived in accordance with Section 10.2). The by the Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or received, in immediately available funds, to the extent invoiced prior to the Closing Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including including, but not limited to, the reasonable fees, charges fees and disbursements expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, Borrowers hereunder or under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerDocument. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to received the Borrower and its Subsidiariesfollowing documents, including but not limited to review each document being dated the date of receipt thereof by the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) which date shall have received be the followingsame for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) a counterpart either (A) counterparts of this Agreement signed Amendment duly executed by each of the Borrowers, the Majority Lenders, the Administrative Agent and the Fronting Banks or on behalf of each party hereto or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this AgreementAmendment) that such party has parties have signed a counterpart counterparts of this AgreementAmendment; (ii) a duly executed Senior Revolving Credit Note payable certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment and the Amended Agreement and (B) all documents evidencing any other necessary corporate action with respect to each Lenderthis Amendment and the Amended Agreement; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or an Assistant Secretary of each Loan Party in a form satisfactory Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the Administrative Agentother documents to be delivered hereunder, attaching (B) that attached thereto are true and certifying correct copies of its bylaws the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals (including such Borrower’s Approval) required for the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the due execution, delivery and performance by such Borrower of this Amendment and the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed Amended Agreement have previously been delivered to the Administrative Agent and each of the Lenders, remain in full force and covering effect on such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;date; and (viiiiv) a certificate of an Authorized Officer of each Borrower (the statements in the form of Exhibit 3.1(c)(viii)which shall be true) certifying that, dated the Closing Date both before and signed by a Responsible Officerafter giving effect to this Amendment, certifying that (xA) no Default or event has occurred and is continuing that constitutes an Event of Default exists, or an Unmatured Default with respect to such Borrower and (yB) all representations and warranties of each Loan Party set forth such Borrower contained in the Amended Agreement and each other Loan Documents Document to which such Borrower is a party are true and correct and in all material respects (z) since or, in the date case of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had any such representation or could reasonably be expected to have a warranty already qualified by “Material Adverse Effect;” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct as of such specific date). (ixc) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods The Administrative Agent shall have expired received all documentation and no investigation or inquiry information required by any governmental authority regarding regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Loan Documents or any transaction being financed with Patriot Act and the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are boundBeneficial Ownership Regulation, to the extent such documentation or information is requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy Agent on behalf of any Lender prior to the New Treasury Credit Agreement and the documents executed in connection therewithAmendment Effective Date.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.29.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Credit Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving evidence satisfactory to Administrative Agent that the Existing Five-Year Credit Note payable Agreement has been terminated and all amounts owing to each Lenderthe Lenders thereunder have been paid in full; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party the Borrower in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (viiv) certified copies of the articles or certificate of incorporation, certificate incorporation of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of organization of such Loan Party the Borrower and each other jurisdiction where such Loan Party is required in which the failure to so qualify and be qualified in good standing would have or would reasonably be expected to do business as have a foreign corporationMaterial Adverse Effect; (viiv) a favorable written opinion of Txxxxxxx & Knight LLP, inside or outside counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiivi) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(vi), dated the Closing Date and signed by a Responsible Financial Officer, certifying that (xA) no Default or Event of Default exists, (yB) all representations and warranties of each Loan Party the Borrower set forth in the Loan Credit Documents are true and correct and in all material respects, (zC) since the date of the financial statements of the Borrower described in Section 4.4September 30, 2010, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a whole, (D) there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower, any of its Subsidiaries or any of its properties which has had would have or could be reasonably be expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its Subsidiaries and all operations at such properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or its Subsidiaries, and (c) there are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (ixvii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if anyBorrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Credit Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xiiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2010 and (B) the audited consolidated financial statements for the Borrower and its subsidiaries Subsidiaries for the Fiscal Year fiscal year ending December 31September 30, 2010;; and (xiiix) certified copies of such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all agreements, indentures or notes governing in form and substance reasonably satisfactory to the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent; Agent in writing not less than five (xiv5) duly executed Intercreditor Agreement; and Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (xv2) duly executed copy of calendar days prior to the New Treasury Credit Agreement Closing Date, all documentation and other information with respect to the documents executed in connection therewithBorrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below).

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans date when the following conditions have been met (the “Effective Date”): (a) Bank shall have received a copy of this Amendment executed by Borrower, the Guarantors and by Bank (whether such parties shall have signed the obligation same or different copies); 1 Borrower acknowledges that Swap Agreement Early Termination Amounts are only a reasonable estimate may change daily until an early termination date and a settlement amount is determined in accordance with the terms of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied Swap Agreements. (or waived b) payment of the Amendment Fee in accordance with Section 10.2). The Administrative Agent and the 54; (c) Borrower shall execute a notice confirming have paid to Bank the satisfaction Swap Agreement Early Termination Amount without offset, defense or counterclaim of such conditions and the occurrence of the Closing Date.any kind, nature or description whatsoever; (ad) The Administrative Agent Bank shall have received been reimbursed by Borrower for all reasonable fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all third-party out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement expenses incurred in connection with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, this Amendment and the loan transactions contemplated thereby, including, without limitation, the reasonable attorneys’ fees and investment portfolio expenses of the Borrower and its SubsidiariesK&L Gates LLP; (ce) The Administrative Agent (or its counsel) Bank shall have received any other documents or instruments reasonably requested by Bank in connection with the following:execution of this Amendment and the transactions contemplated thereby; and (f) an officers’ certificate from a duly authorized officer of Borrower certifying, among other things, that attached are true and correct copies of: (i) a counterpart certificate of this Agreement signed the existence of Borrower, issued by or on behalf the Secretary of State of the jurisdiction of organization, and each party hereto or written evidence satisfactory other jurisdiction where such Borrower is required to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; qualify to transact business, (ii) a duly executed Senior Revolving Credit Note payable to each Lender; the Bylaws of Borrower, (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested resolutions adopted by the Administrative Agent in order to perfect such Liens, duly executed by the Board of Directors of Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Agreement, and the Loan Documents to which it is a party other documents and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified delivered in connection herewith; and (iv) the names, incumbency and certified signatures of those persons authorized on behalf of Borrower to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents sign this Amendment and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date other documents and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable certificates to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, delivered in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithherewith.

Conditions to Effectiveness. The obligations This Amendment shall become effective and enforceable against the parties hereto upon the date of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each occurrence of the following conditions is satisfied precedent (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing “Amendment Effective Date.”): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Datemultiple original counterparts, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to as requested by the Administrative Agent, of (i) required to be reimbursed or paid this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower hereunderBorrower, under any other Loan Document and under any agreement with the Guarantors, the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxAgent, Inc.and the Majority Lenders, as Arrangerand (ii) the Fifth Amendment Fee Letter referred to below. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf certificate of each party hereto or written evidence satisfactory to Credit Party, dated the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed Amendment Effective Date and executed by the Borrower; (v) a certificate of the its Secretary or Assistant Secretary or a Responsible Officer of each Loan Party in a form satisfactory to the Administrative Agentsuch Credit Party, attaching and certifying copies of its bylaws and of which shall (A) certify the resolutions of its boards board of directors, members or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, other body authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the other Loan Documents to which it is a party; , (viB) certified copies identify by name and title and bear the signatures of the articles or officers of such Credit Party authorized to sign this Amendment and the other Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate of incorporation, certificate formation or articles of incorporation or organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from such Credit Party certified by the Secretary of State relevant authority of the jurisdiction of organization of such Loan Credit Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a good standing certificate for each other Credit Party from its jurisdiction where such Loan Party is of organization. (c) The Administrative Agent, for the ratable benefit of the Lenders, shall have received, (i) to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to reimbursed or paid by the Borrower under the Loan PartiesDocuments, addressed to including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent and each (ii) any other fees set forth in that certain Fifth Amendment Fee Letter between the Borrower and the Administrative Agent dated as of the Lenders, date hereof (the “Fifth Amendment Fee Letter”). (d) The Administrative Agent shall have received such other instruments and covering such matters relating documents incidental and appropriate to the Loan Parties, the Loan Documents and the transactions contemplated therein provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the Required Lenders Amendment Effective Date, and all such documents shall reasonably request;be in form and substance satisfactory to the Administrative Agent. (viiie) a certificate The representations and warranties in this Amendment shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and no Default shall have occurred and be continuing. (f) Each of the Lenders party hereto and the Administrative Agent shall be satisfied that the common stock contemplated to be issued pursuant to the Securities Purchase Agreement shall be (or have been) issued pursuant to the terms of the Securities Purchase Agreement. (g) The Administrative Agent shall have received a duly executed copy of an amendment to the Second Lien Credit Agreement, in form of Exhibit 3.1(c)(viii), dated and substance reasonably acceptable to the Closing Date and signed by a Responsible Officer, certifying that Administrative Agent. (xh) no No Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably occurred and be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithcontinuing.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until upon the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.precedent: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: from each party hereto either (i) a counterpart of this Agreement Amendment signed by or on behalf of each party hereto such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementAmendment) that such party has signed a counterpart of this Agreement;Amendment. b) The Administrative Agent (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatescounsel) shall have received from MIHI LLC and the Borrower a fully-executed joinder agreement, in form and substance satisfactory to the Administrative Agent. (ivc) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws The Administrative Agent shall have received each of the jurisdictions with respect items referred to below: i. a copy of the Borrower’s certificate of incorporation, including all amendments thereto, certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation, and accompanied by a certificate as to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names good standing of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any as of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrowerrecent date from such Secretary of State; (v) ii. a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative AgentBorrower, attaching dated as of the Third Amendment Closing Date and certifying (A) the names and signatures of each officer of the Borrower authorized to execute this Amendment and any other document delivered in connection herewith, (B) the Constituent Documents of the Borrower attached to such certificate are complete and correct copies of its bylaws such Constituent Documents as in effect on the date of such certification and of (C) the resolutions of its boards the Borrower’s board of directors, directors or partnership agreement or limited liability company agreement, or comparable organizational documents other appropriate governing body approving and authorizations, authorizing the execution, delivery and performance of this Amendment and any other document delivered in connection herewith; and iii. a solvency certificate executed by the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies Chief Financial Officer of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate Borrower in substantially the form of Exhibit 3.1(c)(viii), dated the solvency certificate previously delivered by the Borrower on the Closing Date and signed by a Responsible Officer, certifying that (xDate. d) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there There shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable paid to the Administrative Agent, describing for the types and amounts of insurance (property and liability) covering any account of the tangible insurable Collateral maintained by Administrative Agent, its Related Persons or any Lender, as the Loan Partiescase may be, all fees and all reimbursements of costs or expenses (including reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP), in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are boundcase, to the extent requested (i) an invoice has been received by the Borrower at least one (1) Business Day prior to the Third Amendment Closing Date and (ii) due and payable under this Amendment on or before Third Amendment Effective Date. e) The representations and warranties specified in Section 3 below shall be true and correct. f) Borrower shall have paid to the Administrative Agent; , for the ratable benefit of each Revolving Credit Lender increasing its Revolving Credit Commitment pursuant to this Amendment (xivbased on the amount of such Revolving Credit Lender’s increased Revolving Credit Commitment), a closing fee in an amount equal to the product of (a) duly executed Intercreditor Agreement; and 0.005 multiplied by (xvb) duly executed copy of the New Treasury amount the aggregate Revolving Credit Agreement Commitments are increased on the Third Amendment Closing Date (the “Closing Fee”), which Closing Fee shall be earned and due and payable on the documents executed in connection therewithThird Amendment Closing Date.

Conditions to Effectiveness. The This Refinancing Amendment, and the obligations of the Refinancing Lenders to make Loans their respective Commitments, and the obligation to fund their respective Loans, as specified in Sections 1 and 2 hereof and in Section 2.01 of the Issuing Bank to issue any Letter of Amended Credit hereunder Agreement, shall not become effective until on and as of the date Business Day occurring on or before March 9, 2011 on which each of the following conditions is precedent shall have been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence 10.01 of the Closing Amended Credit Agreement (such date, the “First Refinancing Date.”): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid receipt by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received of the following: , each of which shall be originals or facsimiles or “.pdf” files (ifollowed promptly by originals) unless otherwise specified, each properly executed by a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws Responsible Officer of the jurisdictions with respect to the perfection signing Loan Party, each dated as of the Liens granted under First Refinancing Date (or, in the Security Agreementcase of certificates of governmental officials, as requested by a recent date before the Administrative Agent First Refinancing Date) and each in order to perfect such Liens, duly executed by the Borrower form and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form substance reasonably satisfactory to the Administrative Agent: (1) executed counterparts of this Refinancing Amendment (including counterparts executed and delivered by Existing Lenders constituting the “Required Lenders” under the Credit Agreement); (2) counterparts to a reaffirmation agreement, attaching executed by each Loan Party that is not a party to this Refinancing Amendment, reaffirming their guarantees and certifying copies grants of security made pursuant to the Loan Documents, which reaffirmation agreement shall be in form and substance reasonably acceptable to the Administrative Agent; and (3) a Note executed by the Borrower in favor of each Lender who shall have requested a Note not less than three Business Days prior to the First Refinancing Date. (b) The receipt by the Administrative Agent (or its bylaws and counsel) of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified; (1) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of its boards Responsible Officers of directorseach of the Borrower and Holdings as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Refinancing Amendment and any other documents executed in conjunction herewith to which the Borrower and Holdings is a party, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents is to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is be a party; (vi2) certified copies of the articles or certificate of incorporationsuch documents and certifications (including, certificate of organization or limited partnershipwithout limitation, or other registered organizational documents of each Loan Party, together with certificates of Organizational Documents and good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viicertificates) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall may reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying require to evidence that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described and Holdings is duly organized or formed, and that each of the Borrower and Holdings is validly existing, in Section 4.4good standing and qualified to engage in business in each jurisdiction where its ownership, there shall have been no change which has had lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (ix3) certified copies an opinion of all consentsXxxxxx & Xxxxxxx LLP, approvalscounsel to the Borrower and Holdings, authorizations, registrations addressed to each the Administration Agent and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insuranceLender, in form and detail acceptable substance reasonably satisfactory to the Administrative Agent; and (4) not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the proposed Credit Extensions pursuant hereto, one or more Committed Loan Notices delivered in respect of the initial Credit Extensions to be made under the Term B-1 Facility and the Revolving Credit Facility under the Amended Credit Agreement. (c) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower (prepared giving effect to the Refinancing), substantially in the form attached to the Credit Agreement as Exhibit I, together with supporting financial statements and calculations to the extent reasonably requested by the Administrative Agent. (d) No Default or Event of Default shall exist, or would result from the execution and delivery of this Refinancing Amendment, from the Refinancing and the related Credit Extensions, or from the application of the proceeds of such Credit Extensions. (e) The representations and warranties of the Borrower and Holdings made pursuant to Section 4 of this Refinancing Amendment shall be true and correct as of the First Refinancing Date. (f) After giving effect to the Refinancing and the related Credit Extensions, the Borrower shall be in Pro Forma Compliance with the financial covenant set out in Section 7.11 of the Credit Agreement for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement relates. (g) Except to the extent that such conditions shall have been waived pursuant to Section 1 of this Refinancing Amendment, the conditions to the incurrence of Specified Refinancing Debt set forth in Section 2.20 shall be satisfied as of the First Refinancing Date. (h) The Administrative Agent shall have received a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, describing certifying as to the types matters set forth in Sections 5(d), 5(e) and amounts of insurance (property 5(f) hereof, and liabilitywith respect to the conditions set forth in Section 2.20(a) covering any of the tangible insurable Collateral maintained Credit Agreement, Section 5(g) hereof; provided, that such certificate shall include reasonably detailed calculations demonstrating compliance with, and satisfaction of, the conditions set forth in Section 5(f) above. (i) The Administrative Agent shall have received a copy of the written notice from the Borrower requesting the Credit Extensions constituting the Specified Refinancing Debt, executed and delivered by the Loan PartiesBorrower pursuant to Section 2.20(b) of the Credit Agreement. (j) Not later than 1:00 p.m. (New York City time) on the Business Day immediately preceding the date of the anticipated prepayments pursuant hereto, the Administrative Agent shall have received a prepayment and commitment reduction notice issued by the Borrower indicating (i) the anticipated date of such prepayments, and (ii) the Borrower’s intention to repay in full of the Term A Loans, repay in full of the Term B Loans and repay in full, and permanently reduce the Commitments under, the Revolving Credit Facility under the Credit Agreement, in each case naming on the terms set forth in this Refinancing Amendment. (k) All costs, fees, expenses (including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by (A) the Credit Agreement, (B) the Engagement Letter, dated as of February 8, 2011, among the Borrower, Holdings and the Arrangers (the “Engagement Letter”), and (C) the Fee Letter (as defined in the Amended Credit Agreement), payable to the Arrangers, the Agents or the Lenders shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail) required to be paid on the First Refinancing Date shall have been paid. (l) The Borrower shall have permanently reduced, pursuant to Section 2.06(a) of the Credit Agreement, the Revolving Credit Commitments under the Credit Agreement to no more than an aggregate amount equal to $200,000,000 immediately prior to the conversion of the Revolving Credit Commitments under the Credit Agreement into Revolving Credit Commitments under the Amended Credit Agreement. (m) The Borrower shall have paid to the Administrative Agent on the First Refinancing Date, for the account of the Term A Lenders, the Term B Lenders and the Revolving Lenders under the Credit Agreement, as additional insured; applicable, (xix) a certificateall outstanding principal amounts under, dated and all accrued and unpaid interest on, the Closing Date Term A Loans, on the Term B Loans and signed by under the chief financial officer Revolving Credit Facility to, but not including, the First Refinancing Date, (y) the prepayment premium payable pursuant to Section 2.05(a)(iv) of each Loan Partythe Credit Agreement, confirming and (z) all accrued but unpaid commitment fees, letter of credit fees, letter of credit reimbursement amounts, other fees and other amounts payable with respect to the solvency of each Loan Party before Term A Facility, the Term B Facility and the Revolving Credit Facility under the Credit Agreement, and after giving effect to all the Refinancing and the other transactions contemplated by hereby, there shall be no amounts of principal, interest, fees or other amounts outstanding under the Loan Documents; Term A Facility, Term B Facility or the Revolving Credit Facility under the Credit Agreement (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms other than in respect of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any undrawn Letters of its assets are bound, Credit issued under the Credit Agreement prior to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithFirst Refinancing Date).

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until on the first date on which (such date, the “Fourth Amendment Effective Date”) when, and only when, each of the following conditions is set forth below shall have been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.terms herein: (a) The Administrative the Agent and the Lenders party hereto shall have received duly executed counterparts of this Amendment by the Borrower, Holdings, Manufacturing, the Fourth Amendment Incremental Term Lenders and the Lenders under the Credit Agreement as required hereby and pursuant to the Credit Agreement; (b) each Lender party hereto shall have received a non-refundable amendment fee payable in cash equal to 0.20% of such Xxxxxx’s Pro Rata Share of the Term Loans; (c) each Fourth Amendment Incremental Term Lender party hereto shall have received a non-refundable upfront fee payable in cash equal to 0.48% of such Fourth Amendment Incremental Term Lender’s Pro Rata Share of the Fourth Amendment Incremental Term Loan Commitment, which, at the election of each Fourth Amendment Incremental Term Lender, may be structured as original issue discount upon funding of the Fourth Amendment Incremental Term Loan Commitments by such Fourth Amendment Incremental Term Lender. (d) the Agent, the Collateral Agent and the Lenders party hereto shall have received all other fees and other amounts due and payable on or prior to the Closing Fourth Amendment Effective Date, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable feesassociated with this Amendment, charges such costs and disbursements expenses to be limited in the case of counsel legal costs and expenses to the Administrative AgentAttorney Costs; (e) required to be reimbursed the representations and warranties set forth in this Amendment or paid by the Borrower hereunder, under any other Loan Document shall be true and under correct in all material respects (and any agreement with representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the Administrative Agent or SunTrust Rxxxxxxx XxxxxxxxFourth Amendment Effective Date, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect except to the Borrower extent that such representations and its Subsidiarieswarranties specifically refer to an earlier date, including but not limited in which case they shall be true and correct in all material respects (and any representation and warranty that is qualified as to review materiality or Material Adverse Effect shall be true and correct in all respects) as of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiariessuch earlier date; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (xf) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had occurred and be continuing or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Partiesresult, in each case naming the Administrative Agent as additional insured; (xi) a certificatecase, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documentsthis Amendment; (xiig) copies the ratio of (x) Consolidated Debt (without giving effect to clause (b) of the audited consolidated financial statements for definition thereof) to (y) Consolidated EBITDA (as of the Borrower and its subsidiaries for last day of the Fiscal Year ending December 31most recently completed Test Period, 2010after giving Pro Forma Effect to the incurrence of such additional amount) shall not exceed 3.00:1.00; (xiiih) certified copies the Agent and the Lenders party hereto shall have received a certificate signed by a Responsible Officer of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, Borrower certifying as to the extent requested by satisfaction of the Administrative Agentconditions set forth in paragraphs (e), (f) and (g) of this Section 5, and, with respect to clause (g), together with reasonably detailed calculations with respect thereto; (xivi) duly Omitted; (j) the Agent shall have received a certificate executed Intercreditor by a Responsible Officer of Holdings and the Borrower, substantially in the form of Exhibit G to the Existing Credit Agreement, which attaches (A) resolutions or other equivalent action documentation authorizing the Agreement, (B) incumbency certificates, (C) Organization Documents and (D) good standing certificates; (k) the Agent shall have received a certificate executed by the Chief Financial Officer of Holdings as of the Fourth Amendment Effective Date, substantially in the form of Exhibit F to the Existing Credit Agreement, attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) immediately after giving effect to this Amendment; and (xvl) duly executed copy of the New Treasury Credit Agreement Agent shall have received at least three (3) Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Borrower and the documents executed Guarantors as has been reasonably requested in connection therewithwriting at least ten (10) Business Days prior to the Fourth Amendment Effective Date by any Fourth Amendment Incremental Term Lender that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until the date on which each only upon satisfaction in full of the following conditions is precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Amendment Effective Date"): (i) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement shall be correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); no Event of Default or Default shall have occurred and be continuing (except as and to the extent expressly waived herein) on the Amendment Effective Date, or result from this Amendment becoming effective in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Dateits terms. (aii) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to counterparts of this Amendment which bear the Closing Datesignatures of the Borrowers, including reimbursement or payment of all out-of-pocket expenses the Guarantors (including reasonable feesOutlet Holdings, charges Outlet Stores and disbursements of counsel to the Administrative AgentDKNY Licensees) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review each of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender;Lenders. (iii) duly Each of Designer Holdings and Jeanswear shall have executed originals and delivered to the Agent an amendment to its Pledge Agreement, pledging the Capital Stock of each Control Agreement of Broadway Holdings, Broadway Jeanswear and Broadway Sourcing, in the case of Designer Holdings, and Outlet Holdings and Outlet Stores, in the case of Jeanswear (the "Specified Stock"), and shall have delivered to the Agent the original stock certificates representing all of the Specified Stock, together with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliatesundated stock powers executed in blank. (iv) The Agent shall have received a copy of the duly executed Security Agreement resolutions adopted by the Board of Directors of each of the Borrowers and reafffirmation with respect to any Subsidiary Guarantee Agreementthe Guarantors (including Outlet Holdings, together with Outlet Stores and the DKNY Licensees), certified as of the Amendment Effective Date by authorized officers thereof, authorizing, (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested transactions contemplated by the Administrative Agent in order to perfect such LiensFinancing Agreement as amended hereby, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCCthe execution, tax, judgment delivery and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names performance by each of the Borrower Borrowers and the Subsidiary Guarantors requested (including Outlet Holdings, Outlet Stores and the DKNY Licensees) of this Amendment and each other document executed in connection with or contemplated by this Amendment, including, without limitation, in the Lenderscase of Jeanswear, indicating that there are no prior Liens on any the execution, delivery and performance by Jeanswear of the Collateral other than Permitted EncumbrancesCK Store License Agreement, and (C) a Perfection Certificate duly completed and executed by in the Borrower; (v) a certificate case of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative AgentOutlet Stores, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is CK Acquisition Agreement, in the case of the DKNY Licensees, the execution, delivery and performance by the DKNY Licensees of the DKNY License Agreement and, in the case of Designer Holdings, the execution, delivery and performance of the Public Financing Documents. (v) The Agent shall have received a party certificate of authorized officers of the Borrowers and Guarantors (including Outlet Holdings, Outlet Stores and the DKNY Licensees) certifying the name, title names and true signature signatures of each officer the officers of the Borrowers and the Guarantors authorized to sign this Amendment and all other documents executed in connection with this Amendment together with evidence of the incumbency of such Loan Party executing the Loan Documents to which it is a party;authorized officers. (vi) certified copies The Agent shall have received a certificate of the articles chief executive officer or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partyof the Borrowers and Guarantors (including Outlet Holdings, confirming Outlet Stores and the solvency DKNY Licensees) certifying as to the matters set forth in subsection (i) of this Section 9. (vii) The Agent shall have received a guaranty, substantially in the form of Exhibit C to the Financing Agreement, guaranteeing the Obligations, executed by each Loan Party before of Outlet Holdings, Outlet Stores, Broadway Holdings, Broadway Jeanswear and after giving effect to all transactions contemplated by the Loan DocumentsBroadway Sourcing; (xiiviii) copies The Agent shall have received a security agreement, substantially in the form of Exhibit D to the audited consolidated financial statements for Financing Agreement, securing the Borrower guaranty described in clause (vii) above, executed by each of Outlet Holdings, Outlet Stores, Broadway Holdings, Broadway Jeanswear and its subsidiaries for the Fiscal Year ending December 31, 2010Broadway Sourcing; (xiiiix) certified copies The Agent shall have received the appropriate financing statements on Form UCC-1, duly executed by each of all agreementsOutlet Holdings, indentures Outlet Stores and each DKNY Licensee and duly filed in such office or notes governing offices as may be necessary or, in the terms reasonable opinion of any Material Indebtedness and all other material agreementsthe Agent, documents and instruments desirable to which any Loan Party or any of its assets are bound, perfect the security interests purported to the extent requested be created by the Administrative AgentSecurity Agreements; (xivx) duly executed Intercreditor Agreement; and (xv) duly executed copy The Agent shall have received a certificate of the New Treasury Credit Agreement appropriate official(s) of the states of incorporation and each state of foreign qualification of each of Outlet Holdings, Outlet Stores and the documents executed DKNY Licensees, certifying as to the subsistence in connection therewith.good standing of,

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loans hereunder and the obligation of the Issuing Bank to issue any Letter initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arrangerthe Arrangers (including the Fee Letters). (b) The Administrative Agent Contemporaneously with the effectiveness of this Agreement, the Note Purchase Agreement shall have completed become effective and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review shall have received the proceeds of the Underwriting PoliciesPrivate Placement Indebtedness pursuant to, risk management proceduresand in accordance with, accounting policies, systems integrity, compliance, management the terms and organizational structureconditions of the Note Purchase Agreement, and the loan Administrative Agent (or its counsel) shall have received true and investment portfolio correct copies of each of the Borrower documents constituting the Private Placement Documents as in effect on the Closing Date, certified as true and its Subsidiaries;correct by a Responsible Officer of the Borrower. (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note Notes payable to each Lenderany Lender requesting delivery of such; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.Subsidiary Guarantee Agreements and Indemnity and Contribution Agreements; (iv) the duly executed Security Documents, along with such additional Security Documents as may be required pursuant to the terms of this Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws as of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the BorrowerClosing Date; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyduly executed Intercreditor Agreement; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partyduly executed payoff letter, together with certificates of good standing (a) UCC-3 or existence, as may be available from the Secretary of State other appropriate termination statements releasing all Liens of the jurisdiction administrative agent and the lenders under the Existing Credit Agreement upon any of organization the personal property of such Loan Party the Borrower and each its Subsidiaries and (b) any other jurisdiction where such Loan Party is releases, terminations or other documents reasonably required by the Administrative Agent to be qualified to do business as a foreign corporationevidence the payoff of Indebtedness owing under or in connection with the Existing Credit Agreement; (vii) a duly completed Secretary’s Certificate executed by the Secretary of the Borrower and its Subsidiaries in the form of Schedule 3.1(c)(vii); (viii) a favorable written opinion of Txxxxxxx Bass, Xxxxx & Knight LLPXxxx, PLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiix) a certificate in the form of Exhibit 3.1(c)(viii)certificate, dated the Closing Date and signed by a Responsible Officer, certifying that confirming that, after giving effect to the funding of any initial Loan or initial issuance of a Letter of Credit, the Borrower is in compliance with the conditions set forth in paragraph (a), (b) and (c) of Section 3.2; (x) no Default or Event of Default existsif required by the Administrative Agent, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectduly executed funds disbursements agreement; (ixxi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Loan Documents this Agreement or any transaction being financed with the proceeds thereof hereof shall be ongoing; (xxii) satisfactory review by the Administrative Agent of the financial statements referenced in Section 4.4 herein; (xiii) certificates of insurance, insurance issued on behalf of insurers of the Loan Parties describing in form and reasonable detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xixiv) a certificateall fees and expenses (including without limitation all filing fees, dated the Closing Date recording costs, indebtedness tax, and signed similar fees) required hereunder or under any letter agreement executed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by Borrower in connection with the Loan Documents; (xiixv) copies duly executed Notice of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010Borrowing(s); (xiiixvi) certified copies receipt of a certificate from Borrower of any other information required by the Administrative Agent confirming that there is no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; and (xvii) receipt of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments information as the Administrative Agent reasonably requests. Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to which any Loan Party have consented to, approved or any of its assets are boundaccepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the extent proposed Closing Date specifying its objection thereto. (d) The Administrative Agent shall have received the certificates representing the shares of Equity Interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. (e) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the New Treasury Credit Agreement Collateral Agent, for the benefit of the holders of the Private Placement Indebtedness and the documents executed Lenders, a perfected Lien on the Collateral described therein, prior and superior in connection therewithright to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This First Amendment shall not become be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming precedent have been fulfilled to the satisfaction of such conditions and the occurrence of the Closing Date.Administrative Agent: (a) a. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review a fully executed copy of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreementfollowing documents, together with (A) UCC financing statements and each other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liensdocument required thereby: 1. This First Amendment, duly executed and delivered by the Borrower Borrowers, the Facility Guarantor, the Agents and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of 2. The second amendment to the Secretary or Assistant Secretary of each Loan Party Working Capital Credit Agreement, in a form and substance reasonably satisfactory to the Administrative Agent, attaching duly executed and certifying copies of its bylaws delivered by the Borrowers, the Facility Guarantor, the Working Capital Administrative Agent and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyWorking Capital Lenders; (vi) certified copies of 3. The second amendment to the articles Working Capital Credit Agreement shall have become effective in accordance with its terms; 4. The first amendment to the Working Capital Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Working Capital Administrative Agent and the Administrative Agent; 5. The first amendment to the Working Capital Intercreditor Agreement shall have become effective, in accordance with its terms; 6. The Bridge Subordination Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the Trustee, the Collateral Agent, and the Lead Borrower; 7. The Senior Subordination Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the Trustee, the Working Capital Administrative Agent, and the Lead Borrower; and 8. Such replacement Notes or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existencenew Notes, as applicable, evidencing the Term Loan under the Credit Agreement, as the Administrative Agent may be available from request, duly executed and delivered by the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed Borrowers to the Administrative Agent and each of for delivery to the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;. (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no b. No Default or Event of Default existsshall have occurred and be continuing both before and immediately after giving effect to the execution of this First Amendment and, (y) except to the extent set forth on Schedule 1 hereto, all representations and warranties of each Loan Party set forth made in the Loan Documents Credit Agreement are true and correct and (z) since as of the date hereof, except to the extent that they refer specifically to an earlier date, in which case they are true and correct as of such earlier date. c. The Borrowers and the financial statements of the Borrower described in Section 4.4, there Facility Guarantor shall have been no change which has had or could reasonably be expected provided such additional instruments and documents to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower Administrative Agent and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithcounsel may reasonably request.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the Administrative Agent (or its counsel) shall have received the following conditions is satisfied (or unless waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.11.3): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with for which invoices (including estimated expenses) have been presented to the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerBorrower no later than two (2) days before the Closing Date. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a duly executed Senior Revolving Credit Note payable to counterpart of the Fee Letter signed by or on behalf of each Lenderparty thereto; (iii) duly executed originals receipt and review, reasonably satisfactory to the Lenders of each Control Agreement (A) the annual audited consolidated financial statements of the Guarantor for the Fiscal Year ended March 31, 2016, including the balance sheet, income statement and cash flow statement, audited by independent public accountants of recognized national standing and prepared in conformity with respect to all deposit accountsGAAP, securitiesand (B) the consolidated financial statements of the Guarantor for the Fiscal Quarter ended June 30, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.2016; (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, Borrower attaching and certifying copies of its bylaws limited liability company agreement and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, managers authorizing the execution, execution and delivery and performance of the Loan Documents to which it is a party and performance of its obligations thereunder and certifying the name, title and true signature of each officer manager of such Loan Party the Borrower executing the Loan Documents to which it is a partyparty and whom is authorized to effect an Exchange Rate Acceptance on behalf of the Borrower; (viv) to the extent not delivered under clause (iv) above, a certified copies copy of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partyformation, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementBorrower; and (xvc) duly executed copy of Confirmation that the New Treasury Credit Agreement and Loan Parties have satisfied all “know your customer” requirements as specified by the documents executed in connection therewithFinance Parties.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Agreement shall not become effective until as of the date on which Lenders have received each agreement, document and instrument set forth in this section, each in form and substance satisfactory to Lenders, including the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming precedent, each to the satisfaction of such conditions and the occurrence of the Closing Date.Lenders in their sole discretion: (a) The Administrative Agent Borrowers shall have received all fees and other amounts due and payable on delivered to Lenders this Agreement, duly executed by an authorized officer (or prior to the Closing Date, including reimbursement or payment authorized signatory) of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.each Borrower; (b) The Administrative Agent Lenders shall have completed received the Truweo Subordination Agreement, duly executed by as subordinated creditors party thereto, Lenders and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its SubsidiariesBorrowers; (c) The Administrative Agent (or its counsel) Lenders shall have received a fully executed copy of the following:Truweo Acquisition Agreement and all other material agreements, documents or instruments pursuant to which the Truweo Acquisition is to be consummated, any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith; (d) Substantially concurrently with the effectiveness of this Agreement, the Truweo Acquisition has been consummated (i) a counterpart in all material respects in accordance with the terms of this the Truweo Acquisition Agreement signed by or on behalf and (ii) in accordance with applicable law (and such parties’ delivery of each party their respective signatures hereto or written evidence satisfactory shall be deemed to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementbe its certification thereof); (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (ive) the duly executed Grant of IP Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly Interests executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the New Borrower; (vf) a the certificate from an officer (or another authorized person) of New Borrower certifying as to (i) the names and signatures of each officer or authorized signatories of the Secretary or Assistant Secretary New Borrower authorized to execute and deliver this Agreement and all documents executed in connection therewith, (ii) the organizational documents of each Loan Party in a form satisfactory New Borrower attached to the Administrative Agent, attaching such certificate are complete and certifying correct copies of its bylaws and such organizational documents as in effect on the date of such certification, (iii) the resolutions of its boards New Borrower’s board of directors, directors or partnership agreement or limited liability company agreement, or comparable organizational documents other appropriate governing body approving and authorizations, authorizing the execution, delivery and performance of this Agreement and the Loan Documents other documents executed in connection therewith, and (iv) certificates attesting to which it is a party and certifying the namegood standing of New Borrower in each applicable jurisdiction, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partytogether with, if applicable, related tax certificates; (vig) certified copies of for the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available New Borrower current UCC searches from the Secretary of State of the its jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required with results reasonably acceptable to be qualified to do business as a foreign corporationLenders; (viih) Lenders shall have received a favorable written duly executed legal opinion of Txxxxxxx & Knight LLP, counsel to the Loan PartiesNew Borrower’s counsel, addressed to the Administrative Agent and each of the Lenders, and covering such addressing matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall may reasonably request; (viiii) a certificate all of the representations and warranties of Borrowers set forth herein and in the form other Loan Documents are true and correct in all material respects (without duplication of Exhibit 3.1(c)(viiiany materiality qualifier in the text of such representation or warranty) with respect to such Borrower as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) on and as of such date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof), dated the Closing Date and signed by a Responsible Officer, certifying that ; (xj) no Default or Event of Default exists, (y) all representations and warranties shall exist under any of each Loan Party set forth in the Loan Documents are true (and correct and (z) since the date such parties’ delivery of the financial statements of the Borrower described in Section 4.4, there their respective signatures hereto shall have been no change which has had or could reasonably be expected deemed to have a Material Adverse Effectbe its certification thereof); (ixk) certified executed copies of all consentsconsents and amendments required under the terms of the Amended and Restated Credit and Security Agreement dated as of November 23, approvals2018 (as amended from time to time) by and among MidCap Funding IV Trust as agent, authorizations, registrations the Lenders party thereto and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if anythe Credit Parties party thereto, in connection with the executionTruweo Acquisition and the Truweo Seller Note, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insuranceeach case, in form and detail acceptable substance reasonably satisfactory to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementLenders; and (xvl) duly executed copy Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as Lenders may reasonably request, including, without limitation, any agreements, instruments and other documents necessary to ensure that Lenders receive a perfected Lien in all of to the New Treasury extent required by the Credit Agreement and the documents executed in connection therewithAgreement.

Conditions to Effectiveness. The This Agreement and the rights and obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder parties hereto shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx Xxxxxxxx, Inc., as Arrangersole lead arranger, for which invoices (including estimated expenses) have been presented to the Borrower no later than 2 days before the Closing Date. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a duly executed Senior Revolving Credit Note Term Notes payable to each Lenderthose Lenders requesting the same; (iii) duly executed originals a counterpart of the Intercreditor Agreement signed by or on behalf of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.party thereto; (iv) the Subsidiary Guaranty Agreement duly executed Security by each Guarantor; (v) the Pledge Agreement duly executed by the Borrower and reafffirmation with respect to any Subsidiary Guarantee Agreementeach Guarantor party thereto, together with (Ai) original stock certificates evidencing the issued and outstanding shares of Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, and (ii) stock powers or other appropriate instruments of transfer executed in blank; (vi) the Security Agreement duly executed by the Borrower and each Guarantor, together with (i) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent required in order to perfect such Liens, duly executed by the Borrower and the Subsidiary GuarantorsLiens if not previously recorded, (Bii) copies of favorable UCC, tax, and judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted EncumbrancesLiens, and (Ciii) a Perfection Certificate duly completed and executed by the BorrowerLoan Parties, and (iv) if the Borrower or any Guarantor owns material Intellectual Property, (A) if such Intellectual Property consists of Copyrights, a Copyright Security Agreement, (B) if such Intellectual Property consists of Patents, a Patent Security Agreement and (C) if such Intellectual Property consists of Trademarks, a Trademark Security Agreement, in each case duly executed by the Loan Party that owns such material Intellectual Property; (vvii) certificates of insurance issued by Borrower’s broker on behalf of insurers of the Borrower and all Subsidiaries, describing in reasonable detail the types and amounts of insurance (property and liability, and flood insurance where applicable) maintained by the Borrower and all Subsidiaries, naming the Administrative Agent as additional insured and/or loss payee, as appropriate; (viii) receipt and review, reasonably satisfactory to the Lenders of (i) the annual audited consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ended March 31, 2012, including the balance sheet, income statement and cash flow statement, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, (ii) the consolidated financial statements of Borrower and its Subsidiaries for the Fiscal Quarter ended June 30, 2012 and (iii) such other financial information with respect to the Borrower or its Subsidiaries as the Administrative Agent may reasonably request; (ix) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, execution and delivery and performance of the Loan Documents to which it is a party and performance of its obligations thereunder and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vix) to the extent not delivered under clause (ix) above, certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viixi) a favorable written opinion of Txxxxxxx & Knight LLP, Xxxxx Xxxxx L.L.P. and of local counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, including, without limitation, a no conflicts opinion with respect to other material agreements; (viiixii) evidence reasonably satisfactory to the Administrative Agent as to the absence of any default or event of default existing under the 2017 Senior Notes or the 2038 Senior Convertible Notes; (xiii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default existsexists (provided, that if the Closing Date is to be the same date as the Initial Funding Date, such certification shall be the certification required by Section 3.2(b)(iii)(x)); (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties are limited to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided, that if the Closing Date is to be the same date as the Initial Funding Date, such certification shall be the certification required by Section 3.2(b)(iii)(y)); and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ixxiv) a certificate dated the Closing Date and signed by a Responsible Officer, attaching a copy of the fully executed Existing Credit Agreement Second Amendment and certifying that such copy is complete and correct and that the Existing Credit Agreement Second Amendment is in full force and effect; (xv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Term Loan Documents Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xixvi) a certificate, dated the Closing Date duly completed and signed by executed certificate of the chief financial officer of each Loan Partyofficer, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies treasurer or controller of the audited consolidated Borrower containing calculations of the financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31covenants set forth in Article VI hereof as of June 30, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement2012; and (xvxvii) duly executed copy of a CUSIP number from S&P’s CUSIP Service Bureau for the New Treasury Credit Agreement and the documents executed Term Loans. (c) No action, suit, investigation or proceeding shall be pending or threatened in connection therewithany court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

Conditions to Effectiveness. The obligations of This Agreement shall become effective, and the Lenders Lenders, the Swingline Lender and Issuing Bank shall be obligated to make the initial Loans and issue the obligation of the Issuing Bank to issue any Letter initial Letters of Credit hereunder shall not become effective until hereunder, upon the date on which each satisfaction of the following conditions, in addition to the conditions is satisfied (or waived precedent specified in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.3.2: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Restatement Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of outside counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or with SunTrust Rxxxxxxx XxxxxxxxXxxxxxxx Xxxxxxxx or Wachovia Capital Markets, Inc.LLC, as ArrangerArrangers. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender requesting the same and the Swingline Note payable to the Swingline Lender; (iii) the Guaranty Agreement duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates.by the Guarantor; (iv) evidence that all outstanding Loans and all accrued interest, fees and expenses outstanding under the duly executed Security Existing Credit Agreement and reafffirmation with respect as of the Restatement Date have been paid in full (including any amounts required by any Lenders, as a condition to any Subsidiary Guarantee the effectiveness of this Agreement, together with (A) UCC financing statements and other applicable documents under the laws to be paid pursuant to Section 2.17 of the jurisdictions Existing Credit Agreement in connection with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrowerpayment); (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a the form satisfactory to the Administrative Agentof Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationlimited partnership; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Partiesopinions, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, of GableGotwals and Xxxxx, Liddell & Xxxx, each as counsel to the Borrower and Intermediate Partnership; (viii) a certificate in the form of Exhibit 3.1(c)(viii3.1(b)(viii), dated the Closing Restatement Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ix) a duly executed Notice of Borrowing; (x) a duly executed funds disbursement letter, together with a report setting forth the sources and uses of the proceeds hereof; (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, orders shall be in full force and effect and all applicable waiting periods shall have expired expired, and no investigation or inquiry by any governmental authority regarding the Loan Documents Credit Facility or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents;; and (xii) copies of the audited consolidated financial balance sheets and related statements for of income, owners’ equity, and cash flows of the Borrower and its subsidiaries Subsidiaries for the Fiscal Year Years ending December 31, 2010; (xiii) certified copies of all agreements2004, indentures or notes governing the terms of any Material Indebtedness December 31, 2005 and all other material agreementsDecember 31, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewith2006.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder This Amendment shall not become effective until upon the date on which each satisfaction of all of the following conditions is satisfied precedent (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the date of satisfaction of all such conditions and being referred to as the occurrence of the Closing "Amendment Effective Date."): (a) The On or before the Amendment Effective Date, each member of the Borrower Group shall deliver to the Administrative Agent, by facsimile, copies of (with sufficient originally executed copies for each Lender to be delivered by overnight courier service) the following described documents (each of which shall be reasonably satisfactory in form and substance to the Administrative Agent, acting on behalf of the Lenders, and its counsel): (i) this Amendment, duly executed and delivered by the parties and (ii) such other documents, instruments, approvals or opinions as the Administrative Agent may reasonably request; (b) On or before the Amendment Effective Date, QUALCOMM shall deliver to the Administrative Agent, by facsimile, copies of (with sufficient originally executed copies for each Lender to be delivered by overnight courier service) the following described documents (each of which shall be reasonably satisfactory in form and substance to the Administrative Agent, acting on behalf of the Lenders, and its counsel): (i) a confirmation of the QUALCOMM Guaranty, duly executed and delivered by QUALCOMM, as guarantor under the QUALCOMM Guaranty, in favor of Administrative Agent for the benefit of itself and the other Syndicated Lenders; (ii) a confirmation of the Pegaso Guaranty Agreement, duly executed and delivered by each of Pegaso, Pegaso PCS and Pegaso RH, as guarantors under the Pegaso Guaranty Agreement, in favor of Administrative Agent for the benefit of itself and the other Syndicated Lenders; and (iii) such other documents, instruments, approvals or opinions as the Administrative Agent may reasonably request; (c) Administrative Agent (for its own account or for the account of the other Syndicated Lenders, as the case may be) shall have received all fees and other amounts due and payable on or prior to the Closing Amendment Effective Date, including including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement or in connection with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.this Amendment; (bd) The Administrative Agent shall have completed On or before the Amendment Effective Date, all corporate, partnership and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio other proceedings taken by each member of the Borrower Group or to be taken in connection with the transactions contemplated by this Amendment, and its Subsidiaries; (c) The Administrative Agent (or its counsel) all documents incidental to such transactions, shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence be reasonably satisfactory in form and substance to the Administrative Agent (which and its counsel, and the Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents, opinions, certificates, and evidence as they may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementreasonably request; (iie) a duly executed Senior Revolving Credit Note payable to each Lender;The representations and warranties set forth in Section 3 of this Amendment shall be true and correct as of the Amendment Effective Date; and (iiif) duly executed originals of each Control Agreement with respect to all deposit accountsAll approvals, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing filings or Permits necessary for the execution, delivery and performance of the Loan Documents to which it is a party and certifying the namethis Amendment shall have been made, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles taken or certificate of incorporation, certificate of organization obtained from or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lendersany Governmental Authority, and covering such matters relating to the Loan Partiesno order, the Loan Documents and statutory rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits or restricts the transactions contemplated therein as the Administrative Agent or the Required Lenders by this Amendment nor shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall any action have been no change which has had commenced or could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under threatened seeking any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents injunction or any of restraining or other order to prohibit, restrain, invalidate or set aside the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewiththis Amendment.

Conditions to Effectiveness. The This Amendment and the obligations of the Lenders each Extending Lender to make Loans Extended Commitments and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not Additional Commitments shall, in each case, become effective until on the date on which each of the following conditions is precedent have been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and (the Borrower shall execute a notice confirming the satisfaction of date on which such conditions and shall have been so satisfied or waived, the occurrence of the Closing “First Amendment Effective Date.”): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received from the followingBorrower, the Administrative Agent, the Majority Lenders and each Extending Lender a counterpart of this Amendment executed and delivered on behalf of such party. (b) The Administrative Agent shall have received an Acknowledgement and Consent substantially in the form attached hereto as Exhibit D, executed and delivered by each Guarantor (to the extent there are any Guarantors as of the First Amendment Effective Date). (c) The Administrative Agent and the Lenders shall have received a written opinion of counsel to the Borrower and the Guarantors (to the extent there are any Guarantors as of the First Amendment Effective Date) in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and/or any of the Guarantors (to the extent there are any Guarantors as of the First Amendment Effective Date) as the Administrative Agent may require to evidence the identities, authority and capacity of each Responsible Officer thereof authorized to act as a counterpart Responsible Officer in connection with this Amendment and the other Loan Documents; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower and each Guarantor (to the extent there are any Guarantors as of the First Amendment Effective Date) is duly organized or formed, validly existing and in good standing, including certified copies of the organization documents and certificates of good standing with respect to the Borrower and the Guarantors (to the extent there are any Guarantors as of the First Amendment Effective Date). (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in clauses (f) and (g) of this Section 7 have been satisfied as of the First Amendment Effective Date. (f) The representations and warranties contained in Section 5 of the Credit Agreement signed and in the other Loan Documents shall be true correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (g) No Default or Event of Default shall have occurred and be continuing on and as of the First Amendment Effective Date or immediately after giving effect to this Amendment. (h) The Administrative Agent shall have received (A) Revolving Credit Notes executed by or on behalf the Borrower in favor of each party hereto Lender requesting such a Note, each in a principal amount equal to such Lender’s Revolving Credit Commitment after giving effect to this Amendment and (B) a Swingline Note executed by the Borrower in favor of the Swingline Lender (if it requests such a Note) in the principal amount of the Swingline Commitment after giving effect to this Amendment. (i) The Administrative Agent shall have received all fees required to be paid on or written evidence satisfactory prior to the First Amendment Effective Date and all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under the Credit Agreement for which invoices have been presented to Borrower. (j) The Administrative Agent shall have received all documentation and other information with respect to the Borrower and the Guarantors as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (k) In the good faith judgment of the Administrative Agent and the Lenders: (i) there shall not have occurred or become known to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with or any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to Lenders any event, condition, situation or status since the perfection date of the Liens granted under information contained in the Security Agreementfinancial and business projections, as requested by the Administrative Agent in order to perfect such Liensbudgets, duly executed by pro forma data and forecasts concerning the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed Subsidiaries delivered to the Administrative Agent and each of the Lenders, and covering such matters relating Lenders prior to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing First Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have result in a Material Adverse Effect; (ixii) certified copies of all consentsno litigation, approvalsaction, authorizationssuit, registrations and filings and orders required investigation or advisable to be made other arbitral, administrative or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, if any, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, judicial proceeding shall be pending or threatened which could reasonably be likely to result in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing; (x) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) duly executed Intercreditor AgreementAdverse Effect; and (xviii) duly executed copy the Borrower shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the occurrence of any material default under, conflict with or violation of (A) any applicable law, rule, regulation, order or decree of any Governmental Authority or arbitral authority or (B) any agreement, document or instrument to which the New Treasury Credit Agreement and the documents executed in connection therewithBorrower or any Subsidiary is a party or by which any of them or their properties is bound.

Conditions to Effectiveness. The obligations This Amendment shall be deemed to be effective as of the Lenders to make Loans date hereof (the “Amendment Effective Date”), and the obligation effectiveness of this Amendment shall be subject to, the Issuing Bank to issue any Letter satisfaction of Credit hereunder shall not become effective until the date on which each all of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date.conditions: (a) The Administrative Agent This Amendment, duly authorized and fully executed by each Borrower and Lender, and the Consent and Ratification of Guaranty, the Consent and Ratification of Membership Interests Security Agreement and each Consent and Ratification of Subordination Agreement, each attached hereto and made a part hereof, each duly authorized and fully executed by the parties thereto, shall have received all fees and other amounts due and payable on or prior been delivered to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as ArrangerLender. (b) The Administrative Agent Amended and Restated Revolving Note, duly authorized and fully executed by each Borrower, shall have completed and be satisfied with all due diligence with respect been delivered to the Borrower and its Subsidiaries, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries;Lender. (c) The Administrative Agent (or its counsel) That certain Assignment of Undertakings Under Purchase Agreement, in form and substance acceptable to Lender, duly authorized and fully executed by LTN Staffing, shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory been delivered to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Senior Revolving Credit Note payable to each Lender; (iii) duly executed originals of each Control Agreement with respect to all deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Agent or its affiliates. (ivd) A fully-executed copy of the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee JNA Purchase Agreement, together with all other agreements, documents or instruments executed or to be delivered in connection with the JNA Purchase Transaction, shall have been delivered to Lender. (Ae) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect The Fifth Amendment to the perfection of the Liens granted under the Security Securities Purchase Agreement, as requested by the Administrative Agent in order form and substance acceptable to perfect such LiensLender, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names each of the Borrower and the Subsidiary Guarantors requested by the Lendersparties thereto, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower;shall have been delivered to Lender. (vf) a certificate Resolutions shall have been adopted by Guarantor’s board of the Secretary or Assistant Secretary of each Loan Party in a form satisfactory to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, managers authorizing the execution, delivery and performance of the Loan Documents Consents and Ratifications to which it is this Amendment, and a party and certifying the namecopy thereof, title and true signature certified by a manager of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan PartyGuarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate in the form of Exhibit 3.1(c)(viii)a manager of Guarantor stating that there have been no amendments, dated the Closing Date and signed by a Responsible Officermodifications or changes to Guarantor’s Certificate of Formation or Limited Liability Company Agreement since May 24, certifying that (x) no Default or Event of Default exists2010, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected delivered to have a Material Adverse Effect;Lender. (ixg) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or Resolutions shall have been adopted by any Contractual Obligation of each Loan Party, if any, in connection with LTN Staffing’s members authorizing the execution, deliverydelivery and performance of this Amendment, performance, validity the Amended and enforceability of Restated Revolving Note and the Loan Documents or any of the transactions contemplated therebyother documents to be delivered in connection herewith, and such consentsa copy thereof, approvalscertified by a member of LTN Staffing, authorizationstogether with a certificate of a member of LTN Staffing stating that there have been no amendments, registrationsmodifications or changes to LTN Staffing’s Certificate of Formation or Limited Liability Company Agreement since May 24, filings and orders, if any2010, shall be in full force and effect and all applicable waiting periods have been delivered to Lender. (h) Resolutions shall have expired been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the Amended and Restated Revolving Note and the other documents to be delivered in connection herewith, and a copy thereof, certified by a member of BG Staffing, together with a certificate of a member of BG Staffing stating that there have been no investigation amendments, modifications or inquiry by any governmental authority regarding the Loan Documents changes to BG Staffing’s Certificate of Formation or any transaction being financed with the proceeds thereof Limited Liability Company Agreement since May 24, 2010, shall be ongoing;have been delivered to Lender. (xi) certificates Resolutions shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of insurancethis Amendment, the Amended and Restated Revolving Note and the other documents to be delivered in form connection herewith, on behalf of and detail acceptable as the general partner of BG Personnel Services, certified by a member of BG Staffing, together with a certificate of a member of BG Staffing stating that there have been no amendments, modifications or changes to the Administrative AgentBG Personnel Services’ Certificate of Limited Partnership or Limited Partnership Agreement, describing the types and amounts or to BG Staffing’s Certificate of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan PartiesFormation or Limited Liability Company Agreement, in each case naming the Administrative Agent as additional insured;since May 24, 2010, shall have been delivered to Lender. (xij) Resolutions shall have been adopted by BG Staffing’s members authorizing the execution, delivery and performance of this Amendment, the Amended and Restated Revolving Note and the other documents to be delivered in connection herewith, on behalf of and as the general partner of BG Personnel, certified by a certificatemember of BG Staffing, dated together with a certificate of a member of BG Staffing stating that there have been no amendments, modifications or changes to BG Personnel’s Certificate of Limited Partnership or Limited Partnership Agreement, or to BG Staffing’s Certificate of Formation or Limited Liability Company Agreement, in each case since May 24, 2010, shall have been delivered to Lender. (k) Resolutions shall have been adopted by B G Staff Services’ Board of Directors authorizing the Closing Date execution, delivery and signed performance of this Amendment, the Amended and Restated Revolving Note and the other documents to be delivered in connection herewith, and a copy thereof, certified by the chief financial officer corporate secretary of each Loan PartyB G Staff Services, confirming together with a certificate of the solvency corporate secretary of each Loan Party before and after giving effect B G Staff Services stating that there have been no amendments, modifications or changes to all B G Staff Services’ Articles of Incorporation or By-Laws since May 24, 2010, shall have been delivered to Lender. (l) A note processing fee in the amount of $900.00 shall have been paid by Borrowers to Lender. (m) Such other documents, instruments or agreements as Lender may reasonably request in order to effectuate fully the transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, to the extent requested by the Administrative Agent; (xiv) herein shall have been duly executed Intercreditor Agreement; and (xv) duly executed copy of the New Treasury Credit Agreement and the documents executed in connection therewithdelivered to Lender.

Conditions to Effectiveness. The obligations This Second Amendment shall be deemed effective as of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the first date on which each of the following conditions is have been satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming to the satisfaction of such conditions and the occurrence Administrative Agent: A. the Administrative Agent’s receipt of the Closing Date.following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Loan Parties, each dated the Second Amendment Date and each in form and substance satisfactory to the Administrative Agent: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior executed counterparts of this Second Amendment (including updated Schedules, as applicable, which such Schedules must be acceptable to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger.Required Lenders); (b) The Administrative Agent shall have completed a Note (or replacement Note or allonge to an existing Note, as applicable) duly executed and be satisfied with all due diligence with respect to delivered by the Borrower and its Subsidiariesin favor of each Lender requesting a Note (or replacement Note or allonge, including but not limited to review of the Underwriting Policies, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiariesas applicable); (c) The Administrative Agent (joinders to existing Collateral Documents and Guaranties and/or new Collateral Documents or its counsel) shall have received Guarantees duly executed and delivered by the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementNew Guarantors; (iid) a an Instrument of Accession duly executed Senior Revolving Credit Note payable to and delivered by each new Lender; (iiie) duly executed originals such certificates of each Control Agreement with respect to all deposit accountsresolutions or other action, securities, securities entitlements, incumbency certificates and/or other financial assets held with any financial institution other than Agent or its affiliates. (iv) the duly executed Security Agreement and reafffirmation with respect to any Subsidiary Guarantee Agreement, together with (A) UCC financing statements and other applicable documents under the laws certificates of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly executed by the Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (v) a certificate of the Secretary or Assistant Secretary Responsible Officers of each Loan Party in a form satisfactory to (including, without limitation, the New Guarantors) as the Administrative AgentAgent may reasonably require authorizing such Loan Party to enter into the transactions contemplated by this Second Amendment and evidencing the identity, attaching authority and certifying copies capacity of its bylaws each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vif) certified copies of such documents and certifications as the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of Administrative Agent may reasonably require to evidence that each Loan PartyParty (including, together with certificates of good standing without limitation, the New Guarantors) is duly organized or existenceformed, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and that each other jurisdiction where such Loan Party is required to be validly existing, in good standing and qualified to do engage in business as a foreign corporationin each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (viig) a favorable written opinion of Txxxxxxx & Knight LLP, counsel to each of the Loan Parties, Parties acceptable to the Administrative Agent (including local counsel opinions as requested by the Administrative Agent) addressed to the Administrative Agent and each Lender, as to the matters required by the Administrative Agent (including, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents and no conflict) concerning the Loan Parties and the Loan Documents, and the Acquisition, in form and substance satisfactory to the Administrative Agent; (h) stock certificates and related stock powers for each New Guarantor having Equity Interests evidenced by such certificates; (i) evidence that all consents necessary to the consummation of the Acquisition (including the sale by the sellers under the Purchase Agreement) and to the transactions contemplated hereby have been obtained in writing and are in full force and effect and furnished to the Administrative Agent (including, without limitation, any consents under any Subordinated Debt to the transactions contemplated hereby (or such Subordinated Debt shall have been repaid in full on or prior to the date hereof and all (if any) liens securing such indebtedness shall have been terminated)); (j) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (which insurance shall be acceptable to the Administrative Agent and the Lenders), together with insurance binders or other satisfactory certificates of insurance and endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the liabilities, assets and covering properties of the Loan Parties (including the New Guarantors); (k) evidence in form and substance reasonably satisfactory to the Administrative Agent that the Collateral Documents shall be effective to create in favor of the Administrative Agent, on behalf of the Secured Parties, a legal, valid and enforceable perfected first priority security interest in and Lien upon the assets and properties of the Loan Parties (including the assets and properties of the Target and the other New Guarantors), consistent with the Existing Credit Agreement (it being acknowledged that the Administrative Agent will not initially perfect its liens in Real Property or motor vehicles). All filings, recordings, deliveries of instruments and other reasonable actions necessary or desirable in the opinion of the Administrative Agent to perfect, protect and preserve such matters security interests shall have been duly effected; (l) a completed and fully-executed Perfection Certificate for each of the New Guarantors, the results of UCC, tax lien, bankruptcy and litigation searches (and the equivalent thereof in all applicable foreign jurisdictions) with respect to the New Guarantors, bring-down Uniform Commercial Code search reports for all other Loan Parties and the Collateral indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent; and copies of duly filed UCC-1 forms for each of the New Guarantors in each appropriate jurisdiction and office under the UCC; (m) a duly completed Compliance Certificate in form and detail satisfactory to the Administrative Agent and the Lenders, signed by a Responsible Officer of the Borrower, as of the most recent period end prior to the Second Amendment Date, after giving effect to the Loans made hereunder on the Second Amendment Date, evidencing pro forma compliance with each of the financial covenants set forth in Section 7.11 of the Credit Agreement, as amended by this Second Amendment (assuming such financial covenants were in effect as of such period end); (n) an officers’ certificate evidencing that the Borrower meets all of the following requirements after giving effect to all of the borrowings on the Second Amendment Date: (a) the Borrower shall have a minimum day-one EBITDA equal to at least $29,000,000, (b) the Borrower shall have a maximum Leverage Ratio of no more than 3.50 to 1.0; (c) there shall be available to be drawn under the Aggregate Commitments a minimum amount equal to the greater of (x) $15,000,000 and (y) 25% of the Aggregate Commitments and (d) in connection with the Acquisition, the Borrower shall have paid a minimum amount equal to $19,000,000 of the purchase price with its own cash maintained in its accounts; and (o) such other assurances, environmental reports, other reports, field audits, audits, certificates, documents, consents or opinions relating to the Loan PartiesParties (including the New Guarantors) and their respective assets and properties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; may require (viii) a certificate including, without limitation, environmental information relating to the Real Estate acquired in the form Acquisition). B. The absence of Exhibit 3.1(c)(viiiany event or condition since December 28, 2013 that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. C. The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties (including the New Guarantors), dated threatened in any court or before any arbitrator, tribunal or governmental authority that would reasonably be expected to have a Material Adverse Effect. D. The following transactions shall have been (or shall concurrently, to the Closing Date satisfaction of the Administrative Agent) be consummated: 1. The Acquisition (a) shall be consummated in accordance with the terms of the Purchase Agreement, as approved by the Administrative Agent, in compliance with applicable Law and signed regulatory approvals, and no provision of the Purchase Agreement shall be altered, amended or otherwise changed or supplemented or any condition therein waived or consent thereunder given in any manner materially adverse to the Borrower or the Lenders without the prior written consent of the Administrative Agent and (b) to the extent not governed by a Responsible Officerthe Purchase Agreement, certifying that shall be consistent in all material respects with the description of the Acquisition provided by the Borrower to the Administrative Agent and the Lenders in writing. 2. After giving effect to the Acquisition, the Target shall have no outstanding Indebtedness, except for (x) no Default or Event of Default exists, Indebtedness incurred pursuant to the Credit Agreement (including this Second Amendment) and (y) other Indebtedness that would be permitted under the Credit Agreement. 3. The Administrative Agent shall have received satisfactory payoff and release letters (and lien terminations) with respect to all representations and warranties of each Loan Party set forth the New Guarantors’ Indebtedness to be paid off in connection with the Acquisition. 4. With respect to the Target, taken as a whole, there shall not have occurred any “Material Adverse Effect” (as defined in the Loan Documents are true Purchase Agreement). E. The Lenders shall have been given such access to the management, records, books of account, contracts and correct and (z) since the date properties of the Borrower and the other Loan Parties (including the Target and the other New Guarantors) and shall have received such financial, business and other information regarding each of the foregoing persons and businesses as they shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, collective bargaining agreements and other arrangements with employees, annual (or other audited) consolidated and consolidating financial statements of Holdings and of the Target for the immediately prior three fiscal years, and consolidated and consolidating interim financial statements of Holdings and of the Target dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence has indicated a material change since such financial statements, as of a later date within 45 days of the Second Amendment Date); and shall have completed a due diligence investigation of the Borrower described and the other Loan Parties, including the New Guarantors, in Section 4.4scope, there and with results, satisfactory to the Lenders (it being acknowledged that the Lenders have completed and are satisfied with their financial due diligence through March 31, 2014 (as opposed to legal due diligence)) and shall be satisfied that (1) no changes or developments shall have occurred, and no new or additional information, shall have been no change which received or discovered by the Administrative Agent or the Lenders regarding the Borrower or any of the other Loan Parties (including the New Guarantors) or the transactions contemplated hereby after the date such due diligence investigation has had been completed that (A) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; Effect or (ixB) certified copies purports to adversely affect the credit facilities provided pursuant to the Credit Agreement (including this Second Amendment) or any other aspect of all consentsthe transactions contemplated hereby, approvals, authorizations, registrations and filings and orders required (2) nothing shall have come to the attention of the Lenders to lead them to believe that (x) any information memorandum or advisable other information provided to be made the Administrative Agent or obtained under the Lenders by or on behalf of the Borrower or any Requirement of Law, Guarantor or by any Contractual Obligation of each Loan Party, if any, in connection with the executionAcquisition was or has become misleading, delivery, performance, validity and enforceability of the Loan Documents incorrect or incomplete in any of material respect or (y) the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders, if any, shall be in full force and effect and all applicable waiting periods shall by this Second Amendment will have expired and no investigation or inquiry by any governmental authority regarding the Loan Documents or any transaction being financed with the proceeds thereof shall be ongoing;a Material Adverse Effect. (x) certificates of insurance, in form and detail acceptable F. Arrangements completely satisfactory to the Administrative Agent, describing Agent shall have been made for the types payment at closing of all accrued fees and amounts expenses of insurance (property and liability) covering any of the tangible insurable Collateral maintained by the Loan Parties, in each case naming the Administrative Agent as additional insured; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect required to all transactions contemplated by the Loan Documents; (xii) copies of the audited consolidated financial statements for the Borrower and its subsidiaries for the Fiscal Year ending December 31, 2010; (xiii) certified copies of all agreements, indentures be paid on or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound, prior to the extent requested by Second Amendment Date (including the fees and expenses of counsel (including any local counsel) for the Administrative Agent; (xiv) duly executed Intercreditor Agreement; and (xv) duly executed copy and arrangements completely satisfactory to the Arrangers for the payment of the New Treasury Credit Agreement and fees to be paid on or prior to the documents executed Second Amendment Date to such Arrangers pursuant to any applicable fee letter entered into by the Borrower in connection therewithherewith.