Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2). (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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, 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; (vii) 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) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders to make Loans the initial Loan and the obligation of the Issuing Bank to issue the 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement Date by Section 2.13(a) and Section 10.3 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangersprovision of a Loan Document. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice a certificate of its termination a Responsible Officer of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to each Loan Party dated as of the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viv) a favorable written opinion of inside or outside di Santo Law, counsel to the BorrowerLoan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (viv) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (Ax) no Default or Event of Default existshas occurred and is continuing, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on 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 only as of such specified date, and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a duly executed funds disbursement agreementResponsible Officer, together with a report setting forth the sources (A) certifying that (1) all consents, approvals, authorizations, registrations and uses filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds hereofthereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) [Reserved.]; (ix) 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 31Fiscal Quarter ended June 30, 2020 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending Fiscal Year ended September 30, 2020 (it being agreed that this clause 2016; (ix) is satisfied a certificate, dated the Closing Date and signed by the Borrower’s filings with the Securities chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and Exchange Commission prior after giving effect to the date hereof); andfunding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) such the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other documents, certificates applicable documents under the laws of all necessary or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory appropriate jurisdictions with respect to the Joint Lead Arrangers. (c) To perfection of the extent Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in writing order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail 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 on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing DateAgent, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (as defined below).Act; (dxix) At least five The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (5xx) days such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the 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 or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the BorrowerDate specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially 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 9.210.2). (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersBanc of America Securities, LLC, as Arranger. (b) 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 thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that if requested by any Lender, duly executed Notes payable to such Lender; (Aiii) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest a duly executed Subsidiary Guarantee Agreement and fees), or will be repaid substantially concurrently with the closing of this Agreement, Indemnity and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Contribution Agreement; (iiiiv) a certificate of the Secretary or Assistant Secretary Secretary, or manager or member, as applicable, of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation or other charter documents of the Borrowereach Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of incorporation or organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vvi) a favorable written opinion of inside or outside ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(vii), dated the Closing Date and signed by a Financial Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying that (A) that since March 31, 2007 there has been no Default event or Event of Default existscondition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) all representations and warranties as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower set forth Borrower, threatened in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, there shall any court or before any arbitrator or governmental authority that could reasonably be expected to 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 wholeMaterial Adverse Effect; (viiix) if a Borrowing will certified copies of all consents, approvals, authorizations, registrations or filings required to be made on or obtained by each Loan Party in connection with the Closing Date, a Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed Notice payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of Borrowing the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2). (a) The Effective Date when and if 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 and Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (iib) evidence that (A) if requested by Administrative Agent, a certificate of a Responsible Officer, certifying the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest names and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” true signatures of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing officers of Borrower authorized to execute and deliver this AgreementAmendment; (iiii) if requested by Administrative Agent, for Borrower and each Guarantor that is not a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)partnership, attaching and certifying copies of its bylaws and of the resolutions of its boards the Board of directorsManagers or Board of Directors of Borrower or such Guarantor, approving and authorizing the execution, delivery and performance by Borrower or such Guarantor of the Credit Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents this Amendment and the transactions contemplated therein as hereby, certified by a Responsible Officer of Borrower or such Guarantor; and (ii) for each Guarantor that is a partnership, evidence of approval and authorization of the Administrative Agent execution, delivery and performance by such Guarantor of this Amendment and the transactions contemplated hereby, accompanied by a certificate from the general partner or the Required Lenders shall reasonably requestother appropriate managing partner; (vid) if requested by Administrative Agent, a certificate in the form of Exhibit 3.1(b)(vi)a Responsible Officer (or general partner or other appropriate managing partner, dated the Closing Date and signed by a Financial Officeras applicable) of each Guarantor, certifying that (A) no Default or Event of Default exists, (B) all representations the names and warranties true signatures of the Borrower set forth in the Credit Documents are true officers of such Guarantor authorized to execute and correct in all material respects and (C) since September 30, 2020, 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; (vii) 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) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that deliver this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof)Amendment; and (xe) such other assurances, certificates, Loan Documents, other documents, certificates or information consents and opinions as the Joint Lead Arrangers Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangersrequire. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations This Agreement shall become effective as of the Lenders to make Loans hereunder shall not become effective until the date on which Closing Date upon satisfaction or waiver (in accordance with Section 10.2) of each of the following conditions is satisfied (or waived in accordance with Section 9.2).it being acknowledged and agreed that upon execution and delivery of this Agreement by the Administrative Agent, the Lenders party hereto on the Closing Date and the Issuing Bank, such conditions shall be deemed satisfied): (a) The Administrative Agent and the Joint Lead Arrangers 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 reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers, in each case, to the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form reasonably 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party, or in the Borrower case of the Borrower, the Secretary or Assistant Secretary of the GP LLC or the REIT Guarantor, in the form of Exhibit 3.1(b)(iii3.1(b)(ii), (A) attaching and certifying copies of its bylaws (x) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents (collectively, the “Charters”), certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that Charters and of Governing Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement on February 8, 2019 or December 16, 2022, as applicable, remain in full force and effect, and (y) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable (collectively, the “Governing Documents”); and (B) attaching and certifying (x) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party, (y) certificates of good standing or existence, as applicable, from the Secretary of State or other applicable governmental authority of the jurisdiction of incorporation or organization of such Loan Party, and certifying (z) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party (or, in the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation case of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization sole member of the Borrowergeneral partner of such Loan Party) executing the Loan Documents to which such Loan Party is a party; (viii) a favorable written opinion opinions of inside or outside (A) O’Melveny & ▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties; and (B) DLA Piper LLC, Maryland counsel to the Loan Parties, and (C) Albright, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(iv), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the transactions contemplated hereby, (A) no Default or Event of Default existshas occurred and is continuing on the Closing Date, (B) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects, unless such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (C) since September 30, 20202024, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (v) all material consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each case, as of the Closing Date, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall have been obtained and shall be in full force and effect and all applicable waiting periods shall have expired, and no material adverse change in investigation or inquiry by any governmental authority regarding the business, condition Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) copies of financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of projections for the Borrower REIT Guarantor and its subsidiaries taken as Subsidiaries on a wholequarterly basis for the Fiscal Quarter ending March 31, 2025 and annually thereafter through December 31, 2029; (vii) if a Borrowing will be made on the Closing Date, a duly completed and executed Notice Compliance Certificate, including calculations of Borrowing the financial covenants set forth in Article VI hereof as of September 30, 2024, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on September 30, 2024 (and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofin reasonable detail such calculations); (viii) [Reserved.]a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor a confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, the REIT Guarantor and its Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of (A) the quarterly financial statements UCC, tax and judgment lien search reports in all necessary jurisdictions of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31Loan Parties, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied as requested by the Borrower’s filings Administrative Agent, indicating that there are no existing Liens with the Securities and Exchange Commission prior respect to the date hereof); andLoan Parties other than Permitted Encumbrances, other Liens permitted under Section 7.2 and Liens to be released on the Closing Date; (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. at least three (c3) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably believes determines is required by regulatory authorities under applicable “know-your-know your customer” ”, and anti-money laundering rules and regulations, including including, without limitation the Patriot Act Act, to the extent reasonably requested by the Administrative Agent at least ten (as defined below). 10) days before the Closing Date. At least three (d3) At days prior to the Closing Date, the Borrower shall deliver to each Lender who has requested at least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver Date a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this 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 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.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make initial Loans hereunder and the obligation of the Issuing Bank to issue any initial 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 9.2).10.2): (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint BAS, as Lead ArrangersArranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that if requested by any Lender, the duly executed Notes payable to such Lender; (Aiii) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this duly executed Subsidiary Guaranty Agreement; (iiiiv) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation or other charter documents of the Borrowereach Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization incorporation or formation of the Borrowersuch Loan Party; (vvi) a favorable written opinion of inside or outside Hunton & ▇▇▇▇▇▇▇▇, LLP, counsel to the BorrowerLoan Parties, and Scarlett May, General Counsel of the Borrower (in the form of Exhibit 3.1(b)(vi)), addressed to the Administrative Agent and each of the CHAR1\935816v6 Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects paragraphs (a) and (Cb) since September 30, 2020, 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; (vii) 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 hereofSection 3.2; (viii) [Reserved.]duly executed Notices of Borrowing, if applicable; (ix) certified copies of (A) 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, in connection with the quarterly financial statements execution, delivery, performance, validity and enforceability of the Borrower Loan Documents or any of the transactions contemplated thereby, and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31such consents, 2020 approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (Bx) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior evidence satisfactory to the date hereof)Administrative Agent that the Existing Credit Agreement has been terminated and all interest, fees and principal accrued thereunder through the Closing Date will be paid in full from the initial Revolving Loans under this Agreement; and (xxi) such all other documents, certificates or documents and information as the Joint Lead Arrangers may Administrative Agent reasonably requestrequests. Without limiting the generality of the provisions of Section 9.4, all for purposes of determining compliance with the conditions specified in form and substance reasonably 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 the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, a Lender unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees payable to the Administrative Agent, any Lender or any Arranger on or prior to the Closing Date and, to the extent invoiced at least one (1) Business Day before the Closing Date (except as reasonably agreed by the Borrower), all other fees, expenses and other amounts due and payable under the Loan Documents 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 Arrangers and their respective 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 Credit Loan Document and under any other agreement with the Administrative Agent or the Joint Lead Arrangersany Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), Holdings and each Loan Party attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower Holdings or such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, or other registered organizational documents of Holdings and each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of Holdings and such Loan Party; (iv) a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to Holdings and the BorrowerLoan Parties; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the Transactions, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects respects, except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects, and (Cz) since September 30December 31, 20202023, there shall have been no material adverse change in the business, condition which has had or could reasonably be expected to have a Material Adverse Effect; (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a wholevi) [reserved]; (vii) if a Borrowing will be made on the Closing Date, solvency certificate from a duly executed Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses Responsible Officer of the proceeds hereofBorrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit C‑2; (viii) each Collateral Document set forth on Schedule 1.1B required to be executed on the Closing Date as indicated on such schedule, duly executed by Parent and each Loan Party thereto, as applicable, together with: (A) [Reserved.reserved]; (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; (C) [reserved]; and (D) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (subject to Schedule 5.20 attached hereto) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that the Borrower providing authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent shall be reasonably satisfactory to the Administrative Agent); (ix) copies of (A) the quarterly financial statements of the Borrower a recent Lien and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may judgment search in each jurisdiction reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five with respect to Parent and the Loan Parties; (5x) [reserved]; (xi) [reserved]; (xii) the Administrative Agent and the Collateral Agent shall have received at least three (3) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, Date all documentation and other information with respect to about the Borrower that and the Administrative Agent reasonably believes is Guarantors required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot USA PATRIOT Act that has been requested by the Administrative Agent in writing at least ten (as defined below). (d10) At least five (5) days Business Days prior to the Closing Date, to the extent . If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationRegulation in relation to the Borrower, the Borrower shall deliver a Beneficial Ownership Certification in relation to any Lender that has requested such certification at least five (5) Business Days prior to the Closing Date; (xiii) true, complete and correct copies (as certified by a Responsible Officer of the Borrower) of executed documents evidencing the Term Credit Agreement, in form and substance reasonably acceptable to the Administrative Agent; and (xiv) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Section 3.1(c) and (d). (i) All conditions precedent to the availability of the Initial Term Loans shall have been satisfied or waived in accordance therewith and (ii) the Existing Term Credit Agreement shall have been refinanced with the proceeds of the Initial Term Loans. (d) All fees and interest accrued under the Existing Credit Agreement prior to the effectiveness of this Agreement shall have been paid to the lenders and agents under the Existing Credit Agreement. (e) All fees and expenses due to the Administrative Agent, the Collateral Agent, the Lead Arrangers and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid. Without limiting the generality of the 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 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.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.210.2). (a) The Administrative Agent and the Joint Lead Arrangers 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 AgentAgent to the extent received on or prior to the Closing Date) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing duly executed Revolving Credit Agreements Notes payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementeach Lender; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by the Existing Lender, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the real property of the Borrowers and their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lender; (v) the Pledge Agreement and the Security Agreement, each duly executed by the Loan Parties party thereto; (vi) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party substantially in the form of Exhibit 3.1(b)(iii3.1(b)(vi), 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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivvii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 (x) the jurisdictions jurisdiction of organization of such Loan Party and (y) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign entity and where the Borrowerfailure to be so qualified could reasonably be expected to have a Material Adverse Effect; (vviii) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each other Lender of (x) Weil, Gotshal & ▇▇▇▇▇▇ LLP, as special counsel to the LendersLoan Parties, and (y) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as special Georgia counsel to the Loan Parties, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viix) a certificate substantially in the form of Exhibit 3.1(b)(vi3.1(b)(ix), dated as of the Closing Date and signed by a Financial Responsible Officer, certifying that that, after giving effect to the funding of any initial Loan (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (except where such representations and warranties that are qualified by materiality, in which such case such representations and warranties shall be true and correct without qualification) and (Cz) since September 30, 2020the date of the financial statements of the Borrowers described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viix) 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 hereofBorrowing; (viiixi) [Reserved.]; (ixa) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower Borrowers and its their Subsidiaries for the fiscal year Fiscal Year ending September 30December 31, 2020 2009; (it being agreed b) copies of the audited financial statements for the Unrestricted Subsidiary for the Fiscal Year ending December 31, 2009; and (c) the budget, income and expense projections of the Borrowers and their Subsidiaries prepared on a quarterly basis for the Fiscal Year ending December 31, 2010; (xii) UCC, tax, judgment and bankruptcy lien search results with respect to each Loan Party from all appropriate jurisdictions and filing offices; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other Material Agreements to which any Loan Party or any Restricted Subsidiary or any of its assets are bound; notwithstanding the foregoing, the Borrowers shall also cause to be delivered all agreements, documents and instruments relating to the financing of the Unrestricted Subsidiary; provided, that the term “Material Indebtedness” as used in this clause (ixxiii) is satisfied by only, shall refer to Material Indebtedness that individually, and not in the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); andaggregate, exceeds $5,000,000; (xxiv) such other documentsA Trademark Security Agreement executed by Fortegra and LOTSolutions, certificates or information as the Joint Lead Arrangers may reasonably requestInc., all in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent; (xv) the Borrowers shall use their commercially reasonable efforts to deliver to the Administrative Agent either (x) a leasehold mortgage on behalf of the Lenders on the Florida Headquarters, which shall be acknowledged by the owner of such headquarters building, and, if reasonably requested by the Administrative Agent, a local counsel opinion, or (y) a landlord waiver and agreement with respect to the Florida Headquarters, related to, among other things, the Collateral located at the Florida Headquarters and the Lender’s access rights to such Collateral; (xvi) certificates of insurance issued on behalf of insurers of the Borrowers and all other Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrowers and all other Loan Parties, naming the Administrative Agent as additional insured on liability policies and lender loss payee endorsements for property and casualty policies. 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 have consented to, approved or accepted 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 proposed Closing Date specifying its objection thereto. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the The Administrative Agent shall have receivedreceived (i) the certificates, not later than two (2) calendar days prior if any, representing the shares of Capital Stock pledged pursuant to the Closing DatePledge Agreement and the Security Agreement, all documentation together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and other information with respect (ii) each promissory note pledged to the Borrower that the Administrative Agent pursuant to the Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably believes is required satisfactory to the Administrative Agent) by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below)pledgor thereof. (d) At least five All consents, approvals and authorizations required to be obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby 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 this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; certified copies of all such consents, approvals and authorizations, if reasonably requested by the Administrative Agent, shall have been delivered to the Administrative Agent. (5e) days All actions necessary to establish to the Administrative Agent’s satisfaction that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens) shall have been taken; provided, that the Borrowers will not be required to perfect a Lien in Collateral to the extent that the burden or cost of perfecting such a Lien would outweigh the benefit of the security afforded thereby as determined by the Borrowers and the Administrative Agent and provided, further, that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the security interest in such Collateral may not be accomplished prior to the Closing Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent under Section 3.1 so long as the Borrowers agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required by the Administrative Agent to perfect such security interests, and the Borrowers further agree to take or cause to be taken any other actions set forth on Schedule 3.1, within the time frames set forth on Schedule 3.1, and the failure to deliver such documents or instruments or to take or cause to be taken such other actions within such time frame shall be an immediate and automatic Event of Default. (f) The Indebtedness under the Subordinated Debenture Purchase Agreement shall have been either (i) paid in full with the proceeds of Indebtedness permitted by this Agreement (other than the proceeds of Loans); provided that the maturity of such Indebtedness shall not be earlier than 180 days after the third anniversary of the Closing Date, or (ii) the maturity date of such Indebtedness shall have been otherwise extended to no earlier than 180 days after the extent third anniversary of the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the BorrowerClosing Date.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.210.2). (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Arranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements duly executed Notes payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementeach Lender requesting a note; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance acceptable to the Borrower in the form of Exhibit 3.1(b)(iii)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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivvi) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of such Loan Party and such other jurisdictions where such Loan Party qualified to do business as a foreign corporation as may be required by the BorrowerAdministrative Agent; (vvii) a Reserved; (viii) favorable written opinion opinions of inside or outside ▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, 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 BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vi)Administrative Agent, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viix) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and Borrowing; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofof the Loans to be disbursed on the Closing Date; (viiixii) [Reserved.]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, 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 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 Credit Facility or any transaction being financed with the proceeds thereof shall be ongoing; (ixxiii) Reserved; (xiv) a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in the case of the Perfection Certificate, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 or have been or will be contemporaneously released or terminated; (xv) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter Fiscal Quarter ending on December 31June 30, 2020 2007, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Years ending September March 31, 2005, March 31, 2006 and March 31, 2007; (xvi) a duly completed and executed Compliance Certificate of the including pro forma calculations of the financial covenants set forth in Article 6 hereof as of June 30, 2020 2007; (it being agreed that this clause (ixxvii) is satisfied by certified copies of all agreements, indentures or notes governing the Borrower’s filings with the Securities terms of any Material Indebtedness and Exchange Commission prior all other material agreements, documents and instruments to the date hereof)which any Loan Party or any of its assets are bound; and (xxviii) such other documentsa copy of, certificates or information a certificate as to coverage under, the Joint Lead Arrangers may reasonably requestinsurance policies required by the applicable provisions of the Security Documents, all each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent. (c) To The Administrative Agent shall have received (i) the extent certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) 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 to be filed, registered or recorded in writing not less than five (5) Business Days prior order to the Closing Date, create in favor of the Administrative Agent shall have receivedAgent, not later for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required Liens expressly permitted by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulationsSection 7.2), including without limitation the Patriot Act (as defined below)shall be in proper form for filing, registration or recordation. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement as provided herein, and the obligations of the Lenders (including the Swingline Lender) to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.210.2). 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 Investment Objectives, 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that duly executed originals of each Control Agreement with respect to all Collateral Accounts, Clearing Accounts, deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Administrative Agent or its affiliates (other than the Approved Brokerage Accounts); (iii) the duly executed Security Agreement, together with (A) the Borrower has delivered notice of its termination of commitments UCC financing statements and other applicable documents under the Existing Credit Agreements laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent three Business Days prior in order to the Closing Dateperfect such Liens, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all amounts outstanding necessary or appropriate jurisdictions and under all legal and trade names of the Existing Credit Agreements have been paid (includingBorrower and the Subsidiary Guarantors requested by the Lenders, without limitation, principal, interest and fees), or will be repaid substantially concurrently with indicating that there are no prior Liens on any of the closing of this AgreementCollateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementBorrower; (iiiiv) [reserved]; (v) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(c)(v), 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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivvi) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vvii) a favorable written opinion of inside or outside Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viviii) a certificate in the form of Exhibit 3.1(b)(vi3.1(c)(viii), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viiix) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing Borrowing; (x) a duly executed Federal Reserve Form U-1, executed by the Borrower and the Administrative Agent on behalf of each Lender; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viiixii) [Reserved.]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 February 28, 2010; (ixxiii) 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, 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 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xiv) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Year ending September November 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and2009; (xxv) such other documents, certificates or information a duly completed and executed Borrowing Base Certificate as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than of two (2) calendar days prior to the Closing Date; (xvi) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all documentation other material agreements, documents and other information with respect instruments to which any Loan Party is a party or by which any of its assets are bound; (xvii) certificates of insurance, in form and detail acceptable to the Borrower that 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 reasonably believes is required by regulatory authorities under applicable “know-your-customer” as additional insured and anti-money laundering rules and regulationsloss payee, including without limitation the Patriot Act (as defined below).appropriate; (dxviii) At least five (5) days the Administrative Agent shall have reviewed and be satisfied with the Borrower’s compliance with underwriting policies for the Fiscal Quarter ended November 30, 2009 and prior to the Closing DateDate and shall have completed a satisfactory review of third party valuation reports prepared on behalf of the Borrower for the Fiscal Quarter ended November 30, 2009; and (xix) the Administrative Agent shall have reviewed and approved, in its reasonable discretion, the valuations for all Private MLP Common and Preferred Units. 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 Credit 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 extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrowerproposed Closing Date specifying its objection thereto.

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 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 9.210.2). (a) The Administrative Agent and the Joint Lead Arrangers 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArrangers (including the Fee Letter). (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that duly executed Notes payable to any Lender requesting a Note, if so requested; (Aiii) the Borrower has delivered notice of its termination of commitments under Guaranty Agreement duly executed by each Subsidiary required to execute the Guaranty Agreement in connection with the Existing Credit Agreement or otherwise required pursuant to Section 5.10; (iv) the Pledge and Security Agreement duly executed by each of the Loan Parties and the Intellectual Property Security Agreements duly executed by the applicable Loan Parties having rights in intellectual property subject to the Administrative Agent three Business Days prior to the Closing Date, such agreements; (Bv) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees)an amendment to, or will be repaid substantially concurrently with an amendment and restatement of, the closing of this Agreement, and Prudential Senior Secured Note Agreement duly executed by each party thereto; (Cvi) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Intercreditor Agreement; (iiivii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(vii), (a) attaching and certifying copies of (w) its bylaws bylaws, partnership agreement or limited liability company agreement, or comparable organizational documents, as applicable, and of the (x) resolutions of its boards board of directors, board of members or general partner, as applicable, authorizing the execution, delivery and performance of the Credit Loan Documents and certifying the nameto which it is a party, title and true signature of each officer of the Borrower executing the Credit Documents; (ivy) certified copies of the its articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, together with certificates or other registered organizational documents, as applicable, and (z) evidence of good standing or existence, as may be available from the Secretary of State of the jurisdictions 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 entity and (b) certifying the Borrowername, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vviii) a certificate of the Chief Financial Officer of the Borrower that, after giving effect to the Credit Extensions made on the 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 inside or outside (x) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLC, counsel to the BorrowerLoan Parties, and (y) Polsinelli ▇▇▇▇▇▇▇▇ 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 BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vix) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(x), dated the Closing Date and signed by a Financial Responsible Officer: (a) certifying that, certifying that after giving effect to the funding of any initial Loan or initial issuance of a Letter of Credit (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viib) if certifying that no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries that (y) purports to enjoin or restrain any Lender from making a Borrowing will Credit Extension hereunder or (z) could reasonably be expected to have a Material Adverse Effect; (c) attaching certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made on or obtained under any Requirement of Law, or by any contractual obligation of each Loan Party, in connection with the Closing Dateexecution, 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 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 this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; and (d) attaching 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. (xi) 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 hereofBorrowing; (viiixii) [Reserved.]the results of a Lien search (including a search as to judgments, pending litigation, tax and intellectual property matters), in form and substance reasonably satisfactory to the Administrative Agent, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens); (ixxiii) evidence reasonably satisfactory to the Administrative Agent that at least sixty percent (60%) of all cash collections and other Receivables acquired by any Loan Party have, prior to the Closing Date, been deposited in collection accounts maintained with one or more of the Lenders; (xiv) (a) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the three fiscal years most recently ended for which financial statements are available and interim unaudited financial statements for each quarterly period ended since the last audited financial statements for which financial statements are available and (b) projections prepared by management of the Borrower of balance sheets and income statements of the Borrower and its Subsidiaries, which will be quarterly for the first year ending September 30after the Closing Date, 2020 and balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries, annually thereafter for the term of this Agreement; (it being agreed that this clause (ixxv) is satisfied by a duly completed and executed Compliance Certificate of the Borrower’s filings Borrower including pro forma calculations establishing compliance with the Securities financial covenants set forth in ARTICLE VI hereof as of the most recently completed fiscal quarter of the Borrower for which financial statements are available; (xvi) all information the Administrative Agent and Exchange Commission prior each Lender may request with respect to the date hereofBorrower and its Subsidiaries in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any other “know your customer” or similar laws or regulations; and (xxvii) such other documentscertificates of insurance issued on behalf of insurers of the Loan Parties, certificates or information describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, naming the Collateral Agent as the Joint Lead Arrangers may reasonably request, all in form additional insured on liability policies and substance reasonably satisfactory to the Joint Lead Arrangerslender loss payee endorsements for property and casualty policies. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative The Collateral Agent shall have receivedreceived (i) the certificates, not later than two (2) calendar days prior if any, evidencing the capital stock or other equity interests pledged pursuant to the Closing DatePledge and Security Agreement, all documentation together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, subject to Section 5.12 and other information with respect (ii) each instrument pledged to the Borrower that Collateral Agent pursuant to the Administrative Agent Pledge and Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably believes is required satisfactory to the Collateral Agent) by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below)pledgor thereof. (d) At least five Each document (5including, without limitation, any Uniform Commercial Code financing statement) days required by the Collateral Documents or under law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to the Closing Dateany other Person (other than Permitted Liens), to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationshall have been duly executed and delivered and/or be in proper form for filing, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrowerregistration or recordation.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make their initial Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary an authorized signatory of the Borrower in the form of Exhibit 3.1(b)(iii), each Loan Party attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer signatory of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where failure to be qualified to do business as a foreign corporation or limited liability company could reasonably be expected to have a Material Adverse Effect; (viv) a favorable written opinion opinions of inside or outside ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, and such local counsel as shall be necessary, in each case, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (v) 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 any Loan Party, 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 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties the chief financial officer of the Borrower set forth Borrower, confirming as of the Closing Date and after giving effect to the Related Transactions and the incurrence of the Indebtedness and obligations being incurred in connection with this Agreement and the Credit Documents are true and correct in all material respects and (C) since September 30Related Transactions on the Closing Date, 2020, 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 Restricted Subsidiaries, taken as a whole, are Solvent; (vii) if a Borrowing will the Guaranty and Security Agreement, duly executed by the Borrower and each other Loan Party, and the Parent Pledge Agreement, duly executed by Parent, together with, to the extent applicable, (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement and the Parent Pledge Agreement, as requested by the Administrative Agent and to the extent required thereby in order to perfect such Liens, duly authorized by the Loan Parties and Parent, as applicable, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties and Parent, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, other Liens not prohibited under Section 7.2 and Liens to be made released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Notice Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Borrowing Capital Stock required to be pledged under the Guaranty and a duly Security Agreement and the Parent Pledge Agreement and (F) stock or membership interest powers or other appropriate instruments of transfer executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofin blank; (viii) [Reserved.];certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent; and (ix) copies of all other agreements, documents, certificates, instruments and other items set forth on the closing checklist attached hereto as Exhibit 3.1, other than those that are specified therein as permitted to be delivered after the Closing Date. (Ab) All the quarterly financial statements existing third party Indebtedness of the Borrower and its Subsidiaries on a consolidated basis for (excluding any Indebtedness permitted to remain outstanding after the fiscal quarter ending on December 31Closing Date pursuant to the Loan Documents (including pursuant to Section 7.1), 2020 and but including the Prior Indebtedness) will be refinanced or repaid in full (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings or substantially simultaneously with the Securities and Exchange Commission prior to the date hereofinitial Borrowing under this Agreement shall be refinanced or repaid in full); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all commitments in form respect thereof terminated, and substance reasonably satisfactory to the Joint Lead Arrangersall security and guaranties in respect thereof discharged and released (other than any obligations which survive such termination by their express terms). (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the The Administrative Agent shall have receivedobtained CUSIP numbers for the Loans and Commitments, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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)applicable. (d) At least five (5) days prior to The Closing Date Merger shall have been consummated, or substantially simultaneously with the funding of the initial Loans hereunder, shall be consummated, in accordance with the terms of the Closing DateDate Merger Agreement. (e) The Administrative Agent shall have received such other documents, to certificates, information and legal opinions as the extent Administrative Agent or the Required Lenders shall have reasonably requested, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower. The funding of the initial Loans hereunder shall be conclusive evidence that the foregoing conditions were satisfied or waived.

Conditions to Effectiveness. The obligations of the Lenders Noteholders to make Loans purchase Notes hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers Noteholders 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 Noteholders and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Required Noteholders, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower Issuer hereunder, under any other Credit Note Document and under any agreement with the Administrative Agent. The Administrative Agent or shall have received a fully executed copy of the Joint Lead ArrangersAgent Fee Letter. (b) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received the following, each to be in form and substance satisfactory to the Required Noteholders: (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 or .pdf facsimile transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Note Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Note Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Note Party executing the Credit DocumentsNote Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, or other registered organizational documents of each Note Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowersuch Note Party; (viv) a favorable written opinion opinions of inside or outside ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the BorrowerNote Parties, addressed to the Administrative Agent and each of the LendersNoteholders, and covering such matters relating to the BorrowerNote Parties, the Credit Note Documents and the transactions contemplated therein as the Required Noteholders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent or and the Required Lenders shall reasonably requestNoteholders); (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that immediately after giving effect to the purchase of the Notes, (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower each Note Party set forth in the Credit Note 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), (C) since September 30, 2020the date of the financial statements of the Issuer described in Section 4.4, there shall have been no material adverse change in which has had or could reasonably be expected to have a Material Adverse Effect and (D) immediately after giving pro forma effect to the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects purchase of the Borrower Notes and its subsidiaries taken as a wholethe consummation of the Closing Date Transactions, the Surplus and Liquidity Amount is not less than $125,000,000; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreementIssuance shall have been delivered in accordance with Section 2.2, together with a report flow of funds setting forth the sources and uses of the proceeds hereof; (viiivii) [Reserved.]copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Agreement of any Note Party, in connection with the execution, delivery, performance, validity and enforceability of the Note Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any use of the proceeds thereof shall be ongoing; (ixviii) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 Historical Financial Statements and (B) financial projections on a monthly basis through the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Month ending September 30, 2020 (it being agreed that this clause 2022; (ix) is satisfied a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof for the last 12 Fiscal Months ended September 30, 2019, calculated on a pro forma basis as if the Closing Date Transactions had occurred as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that the issuance of the Closing Date Warrants shall have been or, substantially concurrently with the purchase of the Notes under this Agreement shall be, issued on terms and conditions reasonably acceptable to the Required Noteholders; (xi) a certificate, dated the Closing Date and signed by a Responsible Officer of the Issuer, confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the purchase of the Notes and the consummation of the Closing Date Transactions; (xii) the Guaranty and Security Agreement, duly executed by the Borrower’s filings Issuer and each of the Subsidiary Note Parties, together with (A) UCC financing statements and other applicable documents under the Securities and Exchange Commission prior laws of all necessary jurisdictions with respect to the date hereofperfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Required Noteholders in order to perfect such Liens, duly authorized by the Note Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary jurisdictions and under all legal and trade names of the Note Parties, as reasonably requested by the Required Noteholders, indicating that there are no prior Liens on any of the Collateral other than Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Issuer, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements (if applicable), (E) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, original certificates evidencing all issued and outstanding shares of Capital Stock of all Note Parties that constitute “certificated securities” under the UCC and (F) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, stock or membership interest powers or other appropriate instruments of transfer executed in blank with respect to such “certificated securities”; (xiii) copies of all Material Agreements listed on Schedule 3.1(b)(xiii); (xiv) property and liability certificates of insurance, in form and detail acceptable to the Required Noteholders, describing the types and amounts of property and liability insurance maintained by any of the Note Parties, in each case naming the Administrative Agent as lender loss payee or additional insured, as the case may be; (xv) a duly executed Collateral Assignment; (xvi) a duly executed Intercreditor Agreement; and (xxvii) delivery of such other documents, certificates certificates, information or information legal opinions as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days or any Noteholder shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Noteholder that has signed this 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 or acceptable or satisfactory to a Noteholder unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Noteholder prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations effectiveness of the Lenders this Agreement is subject to make Loans hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.2).precedent: (a) The Administrative Agent Agent’s receipt of the 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 signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to Administrative Agent: (i) executed counterparts of this Agreement, Parent Guaranty, the Subsidiary Guaranty and the Joint Lead Arrangers shall have received all fees applicable Pledge Agreements; (ii) Revolving Notes and other amounts due and payable Term Notes executed by Borrower in favor of each Lender who has requested a Note 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 or .pdf transmission of an executed signature page of this Agreement) date that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three is two Business Days prior to the Closing Date, (B) all amounts outstanding under Effective Date and the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementSwingline Note executed by Borrower; (iii) a certificate such certificates of the Secretary resolutions or Assistant Secretary other action, incumbency certificates and/or other certificates of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature Responsible Officers of each officer Loan Party as 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 Agreement and the Borrower executing the Credit Documentsother Loan Documents to which such Loan Party is a party; (iv) certified copies of the articles such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or certificate of incorporation of the Borrowerformed, together with certificates of and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or existenceoperation of properties or the conduct of its business requires such qualification, as may be available from except to the Secretary of State of the jurisdictions of organization of the Borrowerextent that failure to do so would not have a Material Adverse Effect; (v) a favorable written opinion of inside or outside legal counsel to the BorrowerLoan Parties and local counsel to the Loan Parties in the jurisdictions in which the Property Owners of the Initial Borrowing Base Properties are organized, in each case, addressed to the Administrative Agent and each of the LendersLender, and covering addressing such matters relating with respect to the Borrower, the Credit Documents and the transactions contemplated therein Loan Parties as the Administrative Agent or the Required Lenders shall may reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that Responsible Officer of each Loan Party either (A) no Default attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents stating that no such consents, licenses or approvals are true and correct in all material respects and (C) since September 30, 2020, 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 wholeso required; (vii) if a Borrowing will certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Pro Forma Financial Statements that has had or could be made on reasonably expected to have, either individually or in the Closing Dateaggregate, 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 hereofMaterial Adverse Effect; (viii) [Reserved.]a duly completed Borrowing Base Report and Compliance Certificate as of the Effective Date, signed by a Responsible Officer of Borrower; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent with respect to any Initial Borrowing Base Property, the Property Information with respect to such Initial Borrowing Base Property (which Property Information may be made available through an electronic database); (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in writing not less than five effect; (5xi) Business Days evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Revolving Credit Agreement shall have been paid in full and all guarantees in respect of, and Liens securing, such indebtedness, liabilities or other obligations have been released; and (xii) such other certificates, documents, consents or opinions as Administrative Agent shall reasonably request as further described in the list of closing documents attached hereto as Exhibit F. (b) Any fees required to be paid on or before the Effective Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two days prior to the Closing Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement or an Assignment and Assumption 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 Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the Closing Date, all documentation and other information with respect to the Borrower 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)proposed Effective Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders to make Loans the initial Loan and the obligation of the Issuing Bank to issue the 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement Date by Section 2.13(a) and Section 10.3 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangersprovision of a Loan Document. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice a certificate of its termination a Responsible Officer of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to each Loan Party dated as of the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viv) a favorable written opinion of inside or outside di Santo Law, counsel to the BorrowerLoan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent Agent, the Issuing Bank and each of the LendersLend- ers, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (viv) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (Ax) no Default or Event of Default existshas occurred and is continuing, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on 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 only as of such specified date, and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a duly executed funds disbursement agreementResponsible Officer, together with a report setting forth the sources (A) certifying that (1) all consents, approvals, authorizations, registrations and uses filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds hereofthereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) [Reserved.]; (ix) 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 31Fiscal Quarter ended June 30, 2020 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending Fiscal Year ended September 30, 2020 (it being agreed that this clause 2016; (ix) is satisfied a certificate, dated the Closing Date and signed by the Borrower’s filings with the Securities chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and Exchange Commission prior after giving effect to the date hereof); andfunding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) such the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other documents, certificates applicable documents under the laws of all necessary or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory appropriate jurisdictions with respect to the Joint Lead Arrangers. (c) To perfection of the extent Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in writing order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail 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 on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing DateAgent, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (as defined below).Act; (dxix) At least five The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (5xx) days such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the 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 or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the BorrowerDate specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letters of Credit hereunder shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).10.2): (a) The Thethe Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date (or as otherwise provided for in the Fee Letter) to the extent invoiced at least two Business Days prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers.Loan Document. ; (b) The Thethe Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, or other registered organizational document of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viv) a favorable written opinion opinions of inside or outside (x) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the BorrowerLoan Parties, (y) ▇▇▇▇▇▇▇▇, Leach, Herlong, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., Alabama counsel to the Loan Parties, and (z) counsel in each state in which any Mortgaged Property for which an amendment will not be executed pursuant to clause (xii) below is located, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, Lenders and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying certifying, among other things, that after giving effect to the funding of the initial Borrowing (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date and (Cz) since September 30December 31, 20202012, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and for the initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]copies of all consents, approvals, authorizations, registrations, filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, 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 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) copies a certificate, dated the Closing Date and signed by a Responsible Officer, confirming that the MLP and its Subsidiaries, on a consolidated basis, are Solvent both immediately before and immediately after giving effect to the funding of the initial Borrowing and the consummation of the transactions contemplated by the Loan Documents to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of the Guarantors, together with (A) UCC financing statements and other applicable documents under the quarterly financial laws of 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 authorized by such Loan Parties, (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 such Loan Parties, indicating that there are no prior Liens on any of the Collateral other than Liens permitted by Section 7.2 and Liens released on the Original Closing Date and (C) a perfection certificate, duly completed and executed by the Borrower; (xi) the Master Reaffirmation Agreement, duly executed by the Borrower and each of the Guarantors; (xii) if requested by the Administrative Agent, amendments to the Mortgages covering all Mortgaged Property, duly executed by each applicable Loan Party, together with (A) endorsements to the title insurance policies with respect to such Mortgages in form and substance, and in such amounts, reasonably acceptable to the Administrative Agent; (B) evidence that counterparts of such amendments are in form for recording in the recording office of all applicable political subdivisions and places to the extent necessary or desirable, in the judgment of the Administrative Agent, to maintain a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on such Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and evidence of payment by the Borrower of all title policy premiums, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such amendments and issuance of such endorsements referred to above; and (C) an opinion of counsel in each state in which any Mortgaged Property for which an amendment will be executed pursuant to this clause (xii) is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (xiii) certificates of insurance 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 lender’s loss payable endorsements; (xiv) (A) (i) the audited consolidated and consolidating balance sheet of Arc Terminals LP and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, (ii) the audited consolidated and consolidating balance sheet of Arc Terminals Mobile Holdings LLC and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, and (iii) the audited balance sheet of Gulf LNG as of December 31, 2011 and December 31, 2012, and the related audited statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP; (B) (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer, and (ii) the unaudited balance sheet of Gulf LNG as of March 31, 2013 and June 30, 2013, and the related unaudited statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, as provided to the Borrower by Gulf LNG; and (C) financial projections of the MLP and its Restricted Subsidiaries on a consolidated quarterly basis for the fiscal quarter Fiscal Years ending on December 31, 2020 2013 and (B) the audited consolidated financial statements for the Borrower December 31, 2014 and its Subsidiaries for the fiscal year ending September 30annually thereafter through December 31, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof)2018; and (xxv) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is Loan Parties required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below)laws.; and (dc) At Thethe MLP IPO shall have occurred and resulted in net proceeds of at least five (5) days $75,000,000. 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 have consented to, approved of, accepted or been satisfied with each document or other matter required hereunder to be consented to, 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, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the BorrowerDate specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders to make Loans hereunder Existing Credit Agreement as provided herein and the other amendments contained in this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees and other amounts due and payable on or prior to the Closing Fifth Restatement Date, including reimbursement or payment of all reasonable out-of-pocket expenses of the Administrative Agent and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead Arranger (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead ArrangersArranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of the Borrower, the Administrative Agent and each party Lender hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf electronic mail transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements Subsidiary Guarantee Agreement, in form and substance reasonably satisfactory to the Administrative Agent three Business Days prior to the Closing DateAgent, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest duly executed and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” delivered by each Domestic Subsidiary of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementBorrower, excluding those Domestic Subsidiaries set forth on Schedule 3.1(b); (iii) the Assignment and Security Agreement, duly executed and delivery by the Borrower and each Subsidiary Loan Party, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Assignment and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (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 Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Fifth Restatement Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable and requested by the Administrative Agent; (iv) the Pledge Agreement, duly executed and delivery by the Borrower and certain of its Domestic Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (B) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (v) a certificate of the Secretary or Assistant Secretary an authorized officer of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Credit DocumentsLoan Documents to which it is a party; (ivvi) certified copies of the articles or certificate of incorporation or other organizational documents of the BorrowerLoan Parties, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of incorporation or organization of the Borrowereach Loan Party; (vvii) a favorable written opinion of inside or outside Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the BorrowerLoan Parties, and such other written opinions as may be reasonably requested by the Administrative Agent, addressed to the Administrative Agent and each for the benefit of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viviii) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Fifth Restatement Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects subsections (a), (b) and (Cc) since September 30, 2020, there shall have been no material adverse change in of Section 3.2; (ix) the business, condition (consolidated audited financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects statements of the Borrower and its subsidiaries taken as a wholefor the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, including balance sheets, income statements and cash flow statements prepared by Ernst & Young, LLP in conformity with GAAP, and the consolidated financial statements of the Borrower and its subsidiaries for the fiscal quarter ending March 31, 2012, and financial projections in reasonable detail prepared on an annual basis for the Fiscal Years 2012 through 2017; (viix) if a Borrowing will be made on certificates of insurance, in form and detail reasonably acceptable to the Closing DateAdministrative 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; (xi) a duly executed Notice of Borrowing and for any initial Revolving Borrowing; (xii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viiixiii) [Reserved.]a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2012, calculated on a pro forma basis as if the Term Loans and 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); (ixxiv) certified copies of (A) all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any contractual obligation of any Loan Party in connection with the quarterly financial statements execution, delivery, performance, validity and enforceability of the Borrower Loan Documents or any of the transactions contemplated thereby, and its Subsidiaries on such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) with respect to the headquarters location, a consolidated basis for copy of the fiscal quarter ending on December 31underlying lease, 2020 as applicable, and (B) a Collateral Access Agreement from the audited consolidated financial statements for landlord of such leased property, which Collateral Access Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent; provided, that such Collateral Access Agreement shall not be required if the Borrower and is unable to deliver such Collateral Access Agreement after using its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior commercially reasonable efforts to the date hereof)do so; and (xxvi) such a CUSIP number for the Commitments. 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 executes this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents, certificates matter required thereunder to be consented to or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably approved by or acceptable or satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, a Lender unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the Closing Date, all documentation and other information with respect to the Borrower 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)proposed Fifth Restatement Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations effectiveness of this Agreement, as well as the obligation of the Lenders Banks to make the initial Loans hereunder and of the Agent to issue Letters of Credit hereunder shall not become effective until be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Sections 6.2 and 6.3 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date on which each of this Agreement or such other date as is satisfactory to the following conditions is satisfied (or waived in accordance with Section 9.2).Agent: (a) The Administrative Agent Notes payable to each Bank executed by a duly authorized officer (or officers) of the Company (or Company and the Joint Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing DateBorrowing Subsidiary, 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangersif applicable). (b) The Administrative Agent Pledge Agreement, together with delivery of any certificate evidencing the stock or Ownership Interest of Foreign Subsidiaries pledged thereby and executed assignments separate from certificate (stock powers) for such certificates. (c) The Guaranties required hereunder, executed by a duly authorized officer of each Subsidiary required to be a Guarantor hereunder. (d) A certificate or its counsel) shall have received certificates of the following: Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” copy of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate corporate resolution of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, Company authorizing the execution, delivery and performance of the Credit Documents Loan Documents, (ii) an incumbency certificate showing the names and certifying titles, and bearing the namesignatures of, title the officers of such Borrower or Guarantor authorized to execute the Loan Documents, and true signature of each officer (iii) a copy of the Organizational Documents of such Borrower executing the Credit Documents;or Guarantor with all amendments thereto. (ive) A Certificate of Good Standing for the Company and each Guarantor certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from by the Secretary of State or equivalent body in the applicable jurisdiction of the jurisdictions of organization of the Borrower;incorporation. (vf) a favorable written An opinion of inside or outside counsel to the BorrowerCompany, the Guarantors and any Borrowing Subsidiary, addressed to the Administrative Agent and each of the LendersBanks, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in substantially the form of Exhibit 3.1(b)(vi), dated F. (g) The Agent shall have received pro forma financial statements and five-year projections giving effect to the Closing Date Finishing Group Acquisition that are satisfactory to the Agent and signed by the Banks. (h) Evidence satisfactory to the Agent that after giving effect to the Finishing Group Acquisition the Company’s Cash Flow Leverage Ratio calculated on a Financial Officer, certifying that pro forma basis is less than 3.25 to 1.0. (Ai) no Default or Event of Default exists, (B) all representations and warranties The Agent shall have received a copy of the Borrower set forth in Intercreditor Agreement executed and delivered by the Credit Documents are true Senior Noteholders. (j) Payment of all fees and correct in all material respects expenses due and (C) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects payable as of the Borrower and its subsidiaries taken as a whole;effectiveness of this Agreement under or in connection with the Fee Letters upon the effectiveness of this Agreement. (viik) 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 Amendment of the proceeds hereof; Note Agreement dated as of March 11, 2011 by and among the Company and the Senior Noteholders party thereto to amend the definition of “Significant Acquisition” appearing therein to mean a Permitted Acquisition (viiias defined therein) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied involving payment by the Borrower’s filings with the Securities Company or a Subsidiary (each as defined therein) of a total purchase price equal to or exceeding $200,000,000 and Exchange Commission prior to otherwise conform to the date hereof); and (x) such other documentsterms of this Agreement, certificates or information as the Joint Lead Arrangers may reasonably requestapplicable, all in form and substance reasonably satisfactory to the Joint Lead ArrangersAgent. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of each Issuing Bank to issue any 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 9.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent and the Joint Lead Arrangers 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 Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 or .pdf email transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party, (D) certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and certifying each other jurisdiction where the failure of such Loan Party to be qualified to do business as a foreign company would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which such Loan Party is a party; (iviii) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion opinions of inside or outside ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(iv), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the Related Transactions, (A) no Default or Event of Default existshas occurred and is continuing on the Closing Date, (B) all representations and warranties of the Borrower each Loan Party set forth in the Credit 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, in which case such representations and warranties shall be true and correct in all respects), (C) since September 30December 31, 20202018, there shall has been no change which has had or could reasonably be expected to have a Material Adverse Effect and (D) the conditions set forth in clause (b)(vii) and (xiii) below 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 wholesatisfied; (viiv) 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 for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (viiivii) [Reserved.]all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ixviii) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated combined basis for the fiscal quarter ending on December Fiscal Quarter ended March 31, 2020 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited consolidated combined financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) as of and for (x) the twelve-month period ending September 30on December 31, 2020 2018 and (it being agreed that this clause y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) on an annual basis through December 31, 2024; (ix) is satisfied by a duly completed and executed Compliance Certificate, including calculations of the Borrower’s filings with financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the Securities initial Borrowing(s) had been funded and Exchange Commission prior to the date hereofPennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); and; (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of 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 authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other documentsthan Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or information such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (xii) certificates of insurance, in form and detail 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 Joint Lead Arrangers case may reasonably requestbe, all together with endorsements in form and substance reasonably satisfactory to the Joint Lead Arrangers.Administrative Agent; (cxiii) To evidence that (A) Ensign has declared the extent requested by dividend or distribution constituting the Administrative Agent in writing not less than five Pennant Transaction and (5B) Business Days prior to the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of this Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent shall have received, not later than two Agent; (2xiv) calendar at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably believes determines is required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (as defined below). (d) At least five (510) days prior to before the Closing Date, to the extent and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower; and (xv) an executed payoff or release letter, executed by the administrative agent under the Ensign Credit Agreement, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and lenders under the Ensign Credit Agreement and related loan documents upon any of the personal property of the Borrower and its Subsidiaries granted pursuant thereto and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the release of the Borrower and its Subsidiaries from their respective obligations under the Ensign Credit Agreement and related loan documents, in each case of the foregoing, in form and substance reasonably satisfactory to the Administrative Agent (such documents, and the release of the Borrower and its Subsidiaries pursuant thereto, the “Closing Date Release”). Without limiting the generality of the 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 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.

Conditions to Effectiveness. The obligations of the Lenders to make Loans 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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 Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger (including the Fee Letters). (b) 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 or .pdf facsimile transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of (x) its bylaws bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and of (z) the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowereach Loan Party; (viv) a favorable written opinion opinions of inside or outside ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that immediately after giving effect to consummation of the transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default existsexists or will result therefrom, (B) all representations and warranties of the Borrower each Loan Party set forth in the Credit 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), (C) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in which has had or could reasonably be expected to have a Material Adverse Effect and (D) (x) the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects Liquidity of the Borrower and its subsidiaries taken as a wholethe Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (vi) [reserved]; (vii) if a Borrowing will certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made on or obtained under any Requirement of Law, or by any Material Agreement of any Loan Party, in connection with the Closing Dateexecution, a duly executed Notice of Borrowing delivery, performance, validity and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses enforceability of the proceeds hereofLoan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Term Loans shall be ongoing; (viii) [Reserved.reserved]; (ix) copies of (A) the quarterly financial statements a duly completed and executed Compliance Certificate, including calculations of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending covenants set forth in Article VI hereof as of September 30, 2020 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereofsetting forth in reasonable detail such calculations); and; (x) such other documentsevidence that (a) the Note Purchase Agreement shall have been executed and delivered by the parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the terms of the Note Purchase Agreement; (xi) the Reaffirmation Agreement, certificates or information as duly executed by the Joint Lead Arrangers may reasonably request, all Loan Parties and in form and substance reasonably satisfactory to the Joint Lead Arrangers.Administrative Agent; (cxii) To the extent requested Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each of the parties thereto; (xiii) [reserved]; (xiv) a certificate, dated 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; (xv) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; (xvi) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (xvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent in writing not less than five (5) Business Days or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this 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 or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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 reasonable and documented (in summary form) costs and expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Lead Arrangers and their Affiliates (including, with respect to the A▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ and their Affiliates only, the reasonable and documented (in summary form) fees, disbursements, and expenses of one outside counsel (and any required special or local counsel)), in each case, required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document Loan Document, the Fee Letters, and under any other agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary (or other comparable Responsible Officer) of the Borrower each Loan Party in substantially the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 (A) the jurisdictions jurisdiction of organization of such Loan Party and (B) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation where the Borrowerfailure to be so qualified would reasonably be expected to have a Material Adverse Effect; (viv) a favorable written opinion of inside or outside Dechert LLP, counsel to the BorrowerLoan Parties, and, if reasonably requested by Administrative Agent, customary local counsel opinions with respect to certain Loan Parties each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viv) a certificate in substantially the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event after giving effect to the funding of Default existsthe Initial Term B Loans and any initial Revolving Borrowing, (Bx) all representations and warranties of since December 31, 2012, there has been no change with respect to, or event affecting, the Borrower set forth and its Subsidiaries on a consolidated basis and taken as a whole which has had or would reasonably be expected to have, either individually or in the Credit Documents are aggregate, a Material Adverse Effect and (y) the Specified Representations shall be true and correct in all material respects (other than those Specified Representations (i) that are expressly qualified by a Material Adverse Effect or other materiality, in which case such Specified Representations shall be true and correct in all respects or (Cii) since September 30that expressly relate to an earlier date, 2020, there in which case such Specified Representations shall have been no be true and correct in all material adverse change in the business, condition (financial or otherwiserespect as of such earlier date), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a whole; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreementBorrowing, together with a report setting forth the sources and uses of the proceeds hereof; (vii) a counterpart of the ABDC Intercreditor Agreement signed by or on behalf of each party thereto; (viii) [Reserved.]certified copies of all material consents, approvals, authorizations, registrations, filings and orders required to be made or obtained under any Requirement of Law, or by any material Contractual Obligation of any Loan Party, 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 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) copies of (A) Projections for the Borrower and its Subsidiaries prepared on a quarterly basis for the calendar year ending December 31, 2013 and annually thereafter through June 30, 2018 and (B) the financial statements described in Section 4.4(a); (x) subject to the Company Certain Funds Provision, the Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries (including the PBM Strategic Joint Venture, but excluding any Specified Strategic Joint Venture (in each case, if formed prior to the Closing Date)), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (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 Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Specified Permitted Liens and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate, duly completed and executed by the Loan Parties, (D) as necessary, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, and (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, in the case of any Foreign Subsidiary directly owned by a Loan Party, not more than 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary), in each case, to the extent certificated prior to the Closing Date and in the actual possession of the Borrower on the Closing Date, and related stock or membership interest powers or other appropriate instruments of transfer executed in blank; (xi) subject to Section 5.16 and the Company Certain Funds Provision, Account Control Agreements and Government Receivables Account Agreements, duly executed by each Permitted Third Party Bank and the applicable Loan Party; (xii) subject to Section 5.16 and the Company Certain Funds Provision, with respect to each leased property of the Loan Parties located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and each additional leased property where books or records are stored or located, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property; provided that if such Loan Party is unable to deliver any such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Administrative Agent shall waive the foregoing requirement in its reasonable discretion; (xiii) copies of duly executed payoff letters with respect to any existing Indebtedness for borrowed money of the Loan Parties that exists prior to the Closing Date and will be repaid on the Closing Date, together with (A) UCC-3 or other appropriate termination statements releasing all liens of the existing lenders upon any of the personal property of the Borrower and its Subsidiaries on a consolidated basis for and authorizations to file such UCC-3s, (B) cancellations and releases releasing all liens of the fiscal quarter ending on December 31existing lenders upon any real property owned by the Borrower and its Subsidiaries, 2020 and (C) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness (other than Permitted Surviving Debt); (xiv) (A) certificates of insurance 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, and (B) subject to Section 5.16, a lender’s loss payable endorsement (in the audited consolidated financial statements case of each of the foregoing clauses (A) and (B), other than with respect to any director and officer indemnification policies, workers’ compensation policies and any policies that provide coverage for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed property that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereofdoes not constitute Collateral); and; (xxv) such other documents, certificates or documentation and information as the Joint Lead Arrangers may reasonably request, all in form required by regulatory authorities under applicable “know your customer” and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than anti-money laundering laws at least five (5) Business Days prior to the Closing Date, Date to the extent that such documentation and information was requested by Administrative Agent shall have received, not later than two at least ten (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (510) days prior to the Closing Date; and (xvi) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower on behalf of each Loan Party, confirming that after giving effect to the execution and delivery of the Loan Documents, the incurrence on the Closing Date of any Revolving Loans and the Initial Term B Loans (and, in each case, the use of proceeds thereof on the Closing Date), the issuance on the Closing Date of any Letters of Credit, and the other transactions contemplated herein to occur on the Closing Date, the Borrower and its Subsidiaries on a consolidated basis are Solvent. (c) The Borrower shall have used commercially reasonable efforts to obtain credit ratings for the credit facilities evidenced hereunder and the corporate family credit of the Borrower and its Subsidiaries by both S&P and M▇▇▇▇’▇. (d) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to the Administrative Agent that, prior to or substantially concurrently with the effectiveness of this Agreement, (i) the Existing Senior Notes Redemption has occurred and all obligations of the Borrower and its Subsidiaries in connection with the Existing Senior Notes have been or will be terminated and released immediately prior to or contemporaneously with the effectiveness of this Agreement or (ii) if the Existing Senior Notes Redemption has not occurred (A) the Existing Senior Notes Indenture has been amended to delete all covenants therefrom in accordance with the documents governing the Existing Senior Notes Redemption and (B) this Agreement and the other Loan Documents, all Loans made and Letters of Credit issued on the Closing Date, and all Collateral granted under the Loan Documents are permitted under the Existing Senior Notes Indenture and any other documentation governing the Existing Senior Notes on the Closing Date. Without limiting the generality of the 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 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 anything in this Agreement, any other Loan Document or any other letter agreement, document, instrument, agreement or other undertaking concerning the financing of the transactions contemplated by this Agreement to the contrary, (i) the only representations and warranties relating to the Borrower and its Subsidiaries and businesses in the Loan Documents the accuracy of which shall be a condition to the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date shall be the Specified Representations, and (ii) the terms of the Loan Documents shall not impair the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date if the conditions set forth in this Section 3.1 shall have been satisfied or waived (it being understood that, with respect to any Collateral owned by any Loan Party prior to the CarePoint Acquisition, to the extent any Lien on such Collateral (other than any Collateral the Borrower qualifies as Lien on which may be perfected by (a) the filing of a “legal entity customer” under UCC financing statement or (b) the Beneficial Ownership Regulationdelivery of stock certificates and related stock powers, together with appropriate instruments of transfer, to the extent that such equity is certificated prior to the Closing Date and is in the Borrower’s actual possession on the Closing Date) is not perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the Borrower shall deliver perfection of any such Lien will not constitute a Beneficial Ownership Certification in relation condition precedent to the Borroweravailability of the Initial Term B Loans or any initial Revolving Borrowing on the Closing Date but any such Lien will be required to be perfected after the Closing Date pursuant to Section 5.16 (as any period set forth therein may be extended by the Administrative Agent in writing). This paragraph is referred to as the “Company Certain Funds Provision”.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.210.2). (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust Capital Markets, Inc., as Arranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes and Term A Notes payable to such Lender, and a duly executed Swingline Note payable to the Swingline Lender; (iii) the duly executed Subsidiary Guaranty Agreement and Indemnity and Contribution Agreement; (iv) copies of duly executed payoff letters or similar agreements, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than SunTrust Bank) and the Existing Noteholders, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders and the Existing Noteholders upon any of the personal property of any Loan Party, or satisfactory authorizations to file terminations statements, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all Liens of the Existing Lenders and the Existing Noteholders upon any of the Real Estate, Trademarks, Copyrights and other intellectual property of any Loan Party, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence that the payoff of the Existing Lender Obligations and the Existing Noteholder Obligations; (v) the duly executed Security 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 authorized or executed (as appropriate) by the Borrower has delivered notice and the Subsidiary Loan Parties, (B) copies of favorable UCC, tax, judgment and lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, (C) a Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its termination Subsidiaries prior to the giving effect to the Acquisition, (D) a Perfection Certificate duly completed and executed by Frontstep with respect to Frontstep and its Subsidiaries, (E) duly executed landlord waivers and/or warehouseman or bailee agreements as requested by the Administrative Agent and (F) a certified copy of commitments under all domestic material leases of Real Estate; (vi) the Existing Credit Agreements duly executed Domestic Pledge Agreement, together with (A) original stock certificates evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent three Business Days prior to the Closing Datepursuant thereto, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), stock powers or will be repaid substantially concurrently other appropriate instruments of transfer executed in blank with the closing of this Agreementrespect to such stock certificates, and (C) executed originals of promissory notes evidencing all Indebtedness owed by the “commitments” Borrower or any of its Subsidiaries to any Loan Party, in form and substance satisfactory to the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementAdministrative Agent, endorsed in blank; (iiivii) duly executed originals of Trademark Security Agreements and Copyright Security Agreements, each dated the Closing Date and signed by each Loan Party which owns Trademarks and Copyrights, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent, together with all instruments, documents and agreements executed pursuant thereto; (viii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivix) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vx) a favorable written opinion of inside or outside opinions from counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vixi) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects paragraphs (a), (b) and (Cc) since September 30, 2020, 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 wholeSection 3.2; (viixii) if a duly executed Notice of Borrowing; (xiii) a duly executed funds disbursement agreement; (xiv) a duly executed Borrowing will Base Certificate dated as of the Closing Date, which shall show that after giving effect to the Revolving Loans to 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 hereofExcess Availability is at least $5,000,000; (viiixv) [Reserved.]a certified copy of the Foothill Warrant and all other warrants issued by the Borrower or any of its Subsidiaries, in form and substance satisfactory to the Administrative Agent, with no put or redemption rights; (ixxvi) 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, in connection with the execution, delivery, performance, validity and enforceability of the Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding any Related Transaction shall be ongoing; (xvii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter Fiscal Quarter ending on December 31, 2020 2002, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Year ending September 30, 2020 2002; (it being agreed that this clause xviii) copies of (ixA) is satisfied the internally prepared quarterly financial statements of Frontstep and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Frontstep and its subsidiaries for the Fiscal Year ending June 30, 2002; (xix) a certificate, dated the Closing Date and signed by the Borrower’s filings 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 Transaction Documents, together with (A) the Projections, (B) a Pro Forma Balance Sheet for Borrower as of September 30, 2002; (xx) certificates of insurance issued on behalf of insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, in compliance with the Securities requirements of Section 5.8, naming the Administrative Agent as additional insured, together with loss payable endorsements in favor of, and Exchange Commission prior to in form and substance satisfactory to, the date hereof)Administrative Agent; and (xxxi) such other documentssatisfactory field audit of all Accounts, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent and completed by auditors and appraisers selected by the Administrative Agent. (c) To The Administrative Agent shall have received fully executed copies of the extent principal Acquisition Documents and any other Acquisition Documents requested by the Administrative Agent Agent, certified as true, correct and complete by an authorized officer of Borrower, together with evidence that (i) the aggregate amount paid in writing not cash, plus all Indebtedness (other than trade payables) assumed, in connection with the Acquisition is less than five or equal to $21,500,000, (5ii) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information certificate of merger with respect to merging Frontstep and the Borrower that Acquisition Sub has been filed with the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” Ohio Secretary of State, and anti-money laundering rules (iii) upon the funding of the Term A Loan and regulations, including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationinitial Revolving Loan, the Borrower Acquisition shall deliver a Beneficial Ownership Certification immediately be consummated in relation to accordance with the Borrowerterms of the Acquisition Documents.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Banks to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, Truist Securities, Inc. and their 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 or .pdf facsimile transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation (subject to Section 5.17), certificate of the Borrowerorganization 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 jurisdictions 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 solely to the Borrowerextent that the failure to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect); (viv) a favorable written opinion of inside or outside (A) ▇▇▇ ▇▇▇ ▇▇▇ Law Offices, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders) and (B) ▇▇▇▇▇ ▇▇▇▇ LLP, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940; (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of the initial Revolving Borrowing, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreementfor the initial Revolving Borrowing, together with a report setting forth the sources and uses of the proceeds hereofthereof; (vii) 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 any Loan Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents and (to the extent applicable) APC 2019 Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) [Reserved.]copies of the Historical Financial Statements; (ix) copies of (A) the quarterly financial statements projections of the Borrower and its Subsidiaries (to be made on a consolidated pro forma basis after giving effect to the consummation of the Related Transactions) for the fiscal quarter Fiscal Year ending on December 31, 2020 2022 and for each Fiscal Year ending thereafter through the Fiscal Year ending December 31, 2025; (x) [reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xii) (A) 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 Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date and (B) the audited consolidated financial statements for the Borrower a Perfection Certificate, duly completed and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied executed by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and; (xxiii) such other documents, certificates or information as a counterpart of the Joint Lead Arrangers may reasonably request, all in form Reaffirmation Agreement and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to Master Amendment dated the Closing Date, duly executed by each Loan Party (the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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 belowReaffirmation Agreement”).; (dxiv) At at least five (5) days prior to the Closing Datedate of this Agreement, to all documentation and other information required by bank regulatory authorities or reasonably requested by the extent Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower; (xv) certified copies of all Material Agreements (including, for the Borroweravoidance of doubt, the Associated Practice Documents); and (xvi) subject to Section 5.17, certificates of insurance, in form and detail 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 satisfactory to the Administrative Agent. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this 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 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.

Conditions to Effectiveness. The obligations occurrence of the Lenders Closing Date and the effectiveness of this Agreement are subject to make Loans hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.2).precedent: (a) The Administrative Agent and Agent’s receipt of the Joint Lead Arrangers following, each of which shall have received all fees and other amounts due and payable on be originals or prior to telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges ) and disbursements of counsel each in form and substance satisfactory to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document Agent and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or its legal counsel) shall have received the following: (i) a counterpart executed counterparts of this Agreement signed Agreement, in the number requested by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreementits legal counsel; (ii) evidence that (A) a Note executed by the Borrower has delivered notice in favor of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementeach Lender requesting a Note; (iii) a certificate such certificates of the Secretary resolutions or Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower in as the form of Exhibit 3.1(b)(iii)Administrative Agent may require evidencing the identity, attaching authority and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature capacity of each officer of Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower executing the Credit Documentsis a party; (iv) certified copies of such documents and certifications as the articles Administrative Agent may reasonably require to evidence that the Borrower is duly organized or certificate of incorporation of formed, and that the BorrowerBorrower is validly existing, together with certificates of in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or existenceorganization and (B) each other jurisdiction where its ownership, as may lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be available from the Secretary of State of the jurisdictions of organization of the Borrowerexpected to have a Material Adverse Effect; (v) a favorable written opinion of inside or outside Haynsworth ▇▇▇▇▇▇▇ ▇▇▇▇, P.A., counsel to the Borrower, addressed to the Administrative Agent and each Lender, covering enforceability of the Lenders, and covering such matters relating to the Borrower, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestsuch other matters to be agreed upon; (vi) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the form execution, delivery and performance by the Borrower and the validity against the Borrower of Exhibit 3.1(b)(vi)the Loan Documents to which it is a party, dated the Closing Date and certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Financial Officer, Responsible Officer of the Borrower certifying that (A) no Default or Event of Default existsthat the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower set forth contained in the Credit Documents Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and (C) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects as of the Borrower and its subsidiaries taken as a whole; (vii) 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) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (ce) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to No Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before October 29, 2010. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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, not later than two (2) calendar days received notice from such Lender prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of each Issuing Bank to issue any 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 9.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.23): (a) The Administrative Agent and the Joint Lead Arrangers 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 reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers, in each case, to the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party; (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable; (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party, (D) certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and certifying each other jurisdiction where such Loan Party which owns a Borrowing Base Asset is required to be qualified to do business as a foreign company, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which such Loan Party is a party; (iviii) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion opinions of inside or outside (A) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties; and (B) DLA Piper LLP, a Maryland counsel to the Loan Parties, and (C) Albright, Stoddard, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(iv), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the transactions contemplated hereby, (A) no Default or Event of Default existshas occurred and is continuing on the Closing Date, (B) all representations and warranties of the Borrower each Loan Party set forth in the Credit 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, in which case such representations and warranties shall be true and correct in all respects), (C) since September 30March 31, 20202015, there shall have has been no material adverse change which has had or could reasonably be expected to have a Material Adverse Effect and (D) the condition set forth in the business, condition clauses (financial or otherwise), operations, liabilities b)(vi) and (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a wholeb)(vii) below has been satisfied; (viiv) if a Borrowing will all material consents, approvals, authorizations, registrations and filings and orders required to be made on or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each case, as of the Closing Date, a duly executed Notice of Borrowing in connection with the execution, delivery, performance, validity and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses enforceability of the Loan Documents or any of the transactions contemplated thereby shall have been obtained and 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 Commitments or any transaction being financed with the proceeds hereofthereof shall be ongoing; (viii) [Reserved.]; (ixvi) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited pro forma consolidated financial statements for the Borrower REIT Guarantor and its Subsidiaries for the fiscal year ending September 30ended December 31, 2020 (it being agreed that this clause (ix) is satisfied by 2014, including in each case the Borrower’s filings with the Securities related statements of income, shareholders’ equity and Exchange Commission prior to the date hereof); and (x) such other documentscash flows, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers.; and (B) financial projections on a quarterly basis for the Fiscal Year ending December 31, 2015 and annually thereafter through December 31, 2018; (cvii) To a duly completed and executed Compliance Certificate, including calculations of the extent financial covenants set forth in Article VI hereof as of March 31, 2015, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on March 31, 2015 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor and the Borrower confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, each of (A) the REIT Guarantor, (B) the Borrower and (C) the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as requested by the Administrative Agent in writing not less Agent, indicating that there are no existing Liens with respect to the Loan Parties other than five (5) Business Days prior Permitted Encumbrances, Liens set forth on Schedule 7.2 and Liens to be released on the Closing Date; (x) copies of a duly executed payoff letter, in form and substance satisfactory to the Administrative Agent, executed by the administrative agent under the Existing Credit Agreement, together with (a) UCC-3 or other appropriate termination statements, mortgage discharges and terminations, in each case in form and substance satisfactory to the Administrative Agent, releasing all liens of the lenders under the Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the lenders under the Existing Credit Agreement upon any of the Real Estate of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent shall have receivedto evidence the payoff of Indebtedness owed to the lenders issued or incurred pursuant to the Existing Credit Agreement and related financing documents; (xi) [Reserved]; (xii) each of the Borrowing Base Asset Deliverables with respect to each Real Property Asset listed on Part I of Schedule 4.18; and (xiii) a Borrowing Base Certificate, not later than two dated as of the Closing Date and signed by a Responsible Officer of the Borrower or the REIT Guarantor, substantially in the form of Exhibit B; and (2xiv) calendar at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably believes determines is required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including including, without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing DateAct, to the extent reasonably requested by the Borrower qualifies as Administrative Agent at least ten (10) days before the Closing Date. Without limiting the generality of the 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 or acceptable or satisfactory to a “legal entity customer” under Lender unless the Beneficial Ownership Regulation, the Borrower Administrative Agent shall deliver a Beneficial Ownership Certification in relation have received notice from such Lender prior to the Borrowerproposed Closing Date specifying its objection 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 shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.210.2). (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 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 Borrowers hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersAgent. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that duly executed Revolving Credit and Term Notes payable to such Lenders; (Aiii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party, such that, as of the Closing Date, the Loan Parties (i) include all Material Domestic Subsidiaries and (ii) meet the Aggregate Subsidiary Threshold; (iv) the Equity Pledge Agreement, duly executed by each Borrower has delivered notice and each Subsidiary Loan Party, granting a Lien on (a) 100% of its termination the Capital Stock owned by the respective pledgor in such Domestic Subsidiaries and (b) 65% (in the aggregate) of commitments under the Existing Credit Agreements to Capital Stock owned by the Administrative Agent three Business Days prior to respective pledgor in such Foreign Subsidiaries, in each case necessary to, as of the Closing Date, (Bi) all amounts outstanding under include a pledge of 100% of the Existing Credit Agreements have been paid Capital Stock of each Material Domestic Subsidiary (including, without limitation, principal, interest other than the Capital Stock of any Domestic Subsidiary owned directly by a Foreign Subsidiary on the Closing Date) and fees), or will be repaid substantially concurrently with 65% of the closing Capital Stock of this Agreement, each first tier Material Foreign Subsidiary and (Cii) meet the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementAggregate Equity Pledge Threshold; (iiiv) the Security Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting certain Liens; (vi) each of the other applicable Loan Documents, in each case duly executed by the applicable Loan Parties; (vii) a payoff letter, duly executed by each of Ableco and ▇▇▇▇▇ Fargo in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(viii), 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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivix) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vx) a favorable written opinion of inside or outside ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vixi) a certificate certificates in the form of Exhibit 3.1(b)(vi3.1(b)(xi), dated the Closing Date and signed by a Financial OfficerResponsible Officer of each Borrower, certifying that after giving effect to the funding of the Term Loan and any initial Revolving Loan, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrowers described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as would reasonably be expected to have a wholeMaterial Adverse Effect; (viixii) if a duly executed Notice of Term Loan Borrowing will and Notice of Revolving Borrowing; (xiii) a duly executed Funds Disbursement Letter; (xiv) certified copies of all material 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, 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 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) a duly completed and executed Borrowing Base Certificate dated as of the Closing Date reflecting Excess Availability of not less than $5,000,000 as of the Closing Date (after giving effect to any Revolving Borrowings to be made on the Closing Date), measured pursuant to the Eligible Accounts Receivable of the Borrowers certified by Borrowers’ Agent in such Borrowing Base Certificate as existing as of December 31, 2009, and including such supporting information and calculations as the Administrative Agent deems to be satisfactory in its sole discretion; (xvi) certificates, dated the Closing Date and signed by a Responsible Officer of each Borrower, confirming that (i) each Borrower and (ii) the Loan Parties on a consolidated basis, are, in each case, Solvent before and after giving effect to the funding of the initial Borrowings and the consummation of the transactions contemplated to occur on the Closing Date; (xvii) copies of the agreements listed on Schedule 3.1(b)(xvii); (xviii) certificates of insurance issued on behalf of insurers of the Borrowers and all Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrowers and all Guarantors, naming the Administrative Agent as loss payee and additional insured; (xix) satisfactory third party field audit of Borrowers; (xx) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and State of organization of each Borrower and each Guarantor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Encumbrances; (xxi) duly executed Notice authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of Borrowing the Credit Providers; (xxii) searches of ownership of, and a duly executed funds disbursement agreementLiens on, Intellectual Property of each Borrower and each Guarantor in the appropriate governmental offices; (xxiii) all instruments, stock certificates and chattel paper in the possession of any Borrower or any Subsidiary, together with a report setting forth allonges, assignments or stock powers as may be necessary or appropriate to perfect the sources and uses Administrative Agent’s security interest in the Collateral for the benefit of the proceeds hereofCredit Providers; (viiixxiv) [Reserved.]such duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Administrative Agent may require; (ixxxv) revised financial projections of Borrowers and their Subsidiaries, specifically including any contemplated Permitted Acquisitions that might be consummated prior to January 31, 2010; (xxvi) reports detailing the quarterly revenue for the top three customers of Borrowers for the Fiscal Quarters 9/30/07 through 6/30/09; (xxvii) completion by the Administrative Agent of diligence on the top three customers of the Borrowers; (xxviii) financial and legal diligence and copies of any existing draft or final transaction documents relating to any Permitted Acquisition that might be consummated prior to January 31, 2010; (Axxix) the quarterly financial statements unaudited consolidated balance sheet of the Borrower PRGX and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending as of September 30, 2020 (it being agreed that this clause (ix) is satisfied 2009, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof)a Responsible Officer of Borrowers’ Agent; and (xxxx) such balance sheets of each individual Loan Party and other documents, certificates or information as the Joint Lead Arrangers may diligence reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior order to complete its Solvency analysis of each Loan Party. Without limiting the Closing Dategenerality 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, not later than two (2) calendar days received notice from such Lender prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations obligation of the Lenders Lender to make Loans and/or issue 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 9.210.2). (a) The Administrative Agent and the Joint Lead Arrangers Lender 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 AgentLender) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersLender. (b) The Administrative Agent Lender (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing a duly executed Revolving Credit Agreements Note payable to the Administrative Agent three Business Days prior to the Closing Date, Lender; (Biii) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest a duly executed Subsidiary Guarantee Agreement and fees), or will be repaid substantially concurrently with the closing of this Agreement, Indemnity and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Contribution Agreement; (iiiiv) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation or other charter documents of the Borrowereach Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdictions jurisdiction of organization incorporation of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vvi) a favorable written opinion of inside or outside counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Lender shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(vii), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects paragraphs (a), (b) and (Cc) since September 30of Section 3.2; (viii) duly executed Notice of Revolving Borrowing, 2020Letter of Credit Notices and Letter of Credit Documents, there if applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings, if any, required to be made or obtained by each Loan Party in connection with the Loans; and (xi) all other documents deemed reasonably necessary by the Lender. (c) Upon the effectiveness of this Agreement, (i) the Lender shall have been no material adverse change make an advance under the Revolving Loan in the businessprincipal amount of $__________, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects the proceeds of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit of the Borrower and its subsidiaries taken as a whole; Subsidiaries, and (viiii) if a Borrowing will be made the Letters of Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) hereto shall automatically, without further action on the Closing Datepart of Borrower, a duly executed Notice be deemed to constitute outstanding letters of Borrowing credit issued and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that outstanding under this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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)Agreement. (d) At least five (5) days prior Nothing has come to the Closing Date, to attention of the extent Lender regarding (i) pending or threatened litigation involving the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, or any Subsidiary or (ii) compliance by the Borrower shall deliver and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a Beneficial Ownership Certification in relation to the BorrowerMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced at least one Business Day prior to the Closing Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Left Lead Arranger and their 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Left Lead ArrangersArranger. (b) 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 or .pdf electronic transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that a certificate of the Secretary, Assistant Secretary, or other Responsible Officer of each Loan Party, attaching and certifying as to, and as applicable: (A) copies of the Borrower has delivered notice articles or certificate of its termination incorporation, certificate of commitments under organization or limited partnership, or other registered organizational documents of each Loan Party, certified as of a recent date by the Existing Credit Agreements to Secretary of State of the Administrative Agent three Business Days prior to the Closing Datejurisdiction of organization of such Loan Party, (B) all amounts outstanding under the Existing Credit Agreements have been paid (includingcopies of its bylaws, without limitationpartnership agreement, principal, interest and fees)limited liability company agreement, or will be repaid substantially concurrently with the closing of this Agreementsimilar organizational document, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents and certifying to which it is a party, (D) the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit Documents; Loan Documents to which it is a party, and (ivE) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowersuch Loan Party; (viii) a favorable written opinion of inside or outside Ropes & ▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (Ax) no Default or Event of Default exists, exist and (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and respects; (Cv) since September 30projections through December 31, 2020, there shall have been no material adverse change 2020 prepared in good faith on the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects basis of the Borrower and its subsidiaries taken as assumptions stated therein; (vi) a wholeduly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) if a Borrowing will be made on the Closing Dateapplicable, a duly executed Notice of Borrowing and a duly executed funds disbursement agreementletter, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies a certificate, dated the Closing Date and signed by a Responsible Officer of (A) the quarterly financial statements of Borrower, confirming that the Borrower and its Subsidiaries on a consolidated basis for are Solvent after giving effect to the fiscal quarter ending funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on December 31, 2020 and the Closing Date; (Bix) the audited consolidated financial statements for Guarantee and Collateral Agreement, duly executed by the Borrower and its Subsidiaries for each of the fiscal year ending September 30Guarantors, 2020 together with (it being agreed that this clause (ixA) is satisfied by UCC financing statements and other applicable documents under the Borrower’s filings laws of all necessary or appropriate jurisdictions with the Securities and Exchange Commission prior respect to the date hereof); and (x) such other documentsperfection of the Liens granted under the Guarantee and Collateral Agreement, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five order to perfect such Liens, duly authorized by the Loan Parties, (5B) Business Days prior to copies of favorable UCC, tax, and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Closing DateLoan Parties, as requested by the Administrative Agent shall have receivedAgent, not later indicating that there are no prior Liens on any of the Collateral other than two Liens permitted hereunder, (2C) calendar that certain perfection certificate, duly completed and executed by the Loan Parties, and (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements; (x) at least three (3) days prior to the Closing Datedate of this Agreement, all documentation and other information with respect to the Borrower that required by bank regulatory authorities or reasonably requested by the Administrative Agent reasonably believes is required by regulatory authorities or any Lender under or in respect of applicable “know-your-know your customer” and anti-money laundering rules and regulationsRequirements of Law, including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Dateand, to the extent the if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower; and (xi) certificates of insurance, in form and detail acceptable to the BorrowerAdministrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case complying with the requirements set forth in Section 5.2 of the Guarantee and Collateral Agreement. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this 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 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.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders to make Loans hereunder Existing Credit Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).10.2): (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 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 facsimile or .pdf form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) a duly executed Subsidiary Guarantee Agreement by the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) all amounts outstanding under a duly executed Borrower Guarantee Agreement (with respect to the Existing Credit Agreements have been paid (including, without limitation, principal, interest Hedging Obligations and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” Treasury Management Obligations of the lenders under Subsidiaries of the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementBorrower); (iii) a duly executed copy of the Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party, substantially in the form of attached hereto as Exhibit 3.1(b)(iii3.1(b)(iv), attaching and certifying copies of its bylaws or operating agreement, as applicable, and of the resolutions of its boards board of directorsdirectors (or equivalent governing body), authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation or other charter documents of the Borrowereach Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization incorporation of the Borrowersuch Loan Party; (vvi) a favorable written opinion of inside or outside ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vivii) a certificate certificate, dated the Effective Date substantially in the form of attached hereto as Exhibit 3.1(b)(vi), dated the Closing Date 3.1(b)(vii) and signed by a Financial Responsible Officer, (A) confirming compliance with the conditions set forth in Sections 3.2(a), (b) and (c), and (B) certifying that (Ax) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired and (y) no Default known investigation or Event of Default exists, (B) all representations and warranties of inquiry by any Governmental Authority regarding the Borrower set forth in Commitments or any transaction being financed with the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, there proceeds thereof 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 wholebe ongoing; (viiviii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viiix) [Reserved.]certified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent; (ixxi) copies a solvency certificate, dated as of the Effective Date and signed by the chief financial officer of Borrower, confirming that the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated herein; (xii) (A) the quarterly audited financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter period ending on December 31, 2020 2016 and (B) the audited consolidated financial statements projections for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than next five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two Fiscal Years; (2xiii) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower Loan Parties that the Administrative Agent or such Lender 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).Act; and (dxiv) At least five (5) days such other documents, certificates, information or legal opinions as the Administrative Agent or the Lenders may reasonably request, all in form and substance satisfactory to the Administrative Agent and the Lenders. 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 Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrowerproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is are satisfied (or waived in accordance with Section 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees payable to the Administrative Agent, any Lender or any Arranger on or prior to the Effective Date and, to the extent invoiced at least one (1) Business Day before the Effective Date (except as reasonably agreed by the Borrower), all other fees, expenses and other amounts due and payable under the Loan Documents on or prior to the Closing Effective Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their respective 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 Credit Loan Document and under any other agreement with the Administrative Agent or the Joint Lead Arrangersany Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary other Responsible Officer of the Borrower in the form of Exhibit 3.1(b)(iii), each Loan Party attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit 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; provided, in the case of the Borrower, such certificate may certify that there has been no change to the limited liability company agreement or to the name and title of each officer of the Borrower executing the Credit Loan Documents;, in each case since those delivered pursuant to Section 3.1(a)(ii) on the Signing Date. (ivii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party (other than the Borrower, which may certify that there has been no change since those delivered pursuant to Section 3.1(a)(iii) on the Signing Date), together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowersuch Loan Party; (viii) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Effective Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower Loan Parties set forth in the Credit Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), except to the extent any representation or warranty relates to a specified date, in which case such representation or warranty shall be accurate as of such date, and (Cz) since September June 30, 20202025, there shall have been no material adverse change which has had or could reasonably be expected to have a Material Adverse Effect; (iv) a solvency certificate from a Responsible Officer of the Borrower substantially in the businessform attached hereto as Exhibit C-2; (v) a customary favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, condition LLP, counsel to the Loan Parties; (financial vi) either (1) certified copies of all governmental and material third party consents, approvals, authorizations, registrations and filings and orders (other than those (A) routinely obtained in the ordinary course of business or otherwiseafter the closing of sales or transfers of assets, (B) filings necessary to perfect the Liens created under the Loan Documents or (C) that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect) required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, 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 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 Revolving Commitments or any transaction being financed with the proceeds thereof shall be ongoing, or (2) a certificate of a Responsible Officer of each Loan Party stating that no such consents, approvals, authorizations, registrations, filings or orders are so required; (vii) each Collateral Document set forth on Schedule 1.1B required to be executed on the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, as applicable, together with: (A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (B) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Effective Date that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (subject to Schedule 5.20 attached hereto) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that the Borrower providing authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent shall be reasonably satisfactory to the Administrative Agent); (viii) copies of duly executed payoff letters for any existing Indebtedness not permitted under Section 7.3 (including the Existing Facility Refinancing), operations, liabilities together with (contingent A) UCC-3 or otherwise), properties or prospects other appropriate termination statements releasing all related liens upon any of the personal property of the Borrower and its subsidiaries taken as a whole; Subsidiaries, (viiB) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing cancellations and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses releases releasing all related liens upon any of the proceeds hereof; Real Property of the Borrower and its Subsidiaries, and (viiiC) [Reserved.]any other releases, terminations or other documents reasonably required by the Administrative Agent; (ix) true, complete and correct copies of (A) the quarterly financial statements as certified by a Responsible Officer of the Borrower and its Subsidiaries on Borrower) of the executed indenture evidencing the issuance of the Permitted 2025 Notes; (x) a consolidated basis Note for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings each Lender requesting one in accordance with the Securities and Exchange Commission prior to the date hereofSection 2.8(b); and (xxi) such each other documentsdocument, certificates or certificate and information as the Joint Lead Arrangers may Administrative Agent shall have reasonably request, all requested. (c) The Existing Facility Refinancing shall have been consummated or shall be consummated substantially contemporaneously with the occurrence of the Effective Date and the initial advance of Loans hereunder. (d) The Permitted 2025 Notes shall have been issued substantially concurrently with the Effective Date pursuant to documentation in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent, and proceeds thereof shall have been used or shall be used substantially concurrently on the Effective Date to repay the obligations under the Existing Credit Agreement (other than to the extent such amounts are refinanced hereby) (such payment, the “Required Paydown”). (ce) To The Signing Date shall have occurred. (f) All representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent requested any representation or warranty relates to a specified date, in which case such representation or warranty shall be accurate as of such date. (g) The Effective Date shall have occurred by December 31, 2025. Without limiting the Administrative Agent generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in writing not less than five (5) Business Days prior this Section, each Lender that has signed this Credit Agreement shall be deemed to the Closing Datehave 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 a Lender unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the Closing Date, all documentation and other information with respect to the Borrower 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)proposed Effective Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.210.2). (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust Capital Markets, Inc., as Arranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) if requested by any Lender, duly executed Revolving Credit and/or Competitive Bid Notes payable to such Lender and the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements Swingline Note payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementSwingline Lender; (iii) the duly executed Subsidiary Guaranty Agreement and Indemnity and Contribution Agreement, executed by each Domestic Subsidiary and acknowledged by the Borrower; (iv) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation and a failure to be so qualified would have a Material Adverse Effect; (vvi) a favorable written opinion of inside or outside counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi)certificate, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects paragraphs (a), (b) and (Cc) since September 30, 2020, 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 wholeSection 3.2; (viiviii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and Revolving Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viiix) [Reserved.]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, 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 shall be in full force and effect and all applicable waiting periods shall have expired; (ixxi) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter Fiscal Quarter ending on December 31November 1, 2020 2002, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30Fiscal Years ended 2000, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities 2001 and Exchange Commission prior to the date hereof)2002; and (xxii) such other documentscertificates of insurance issued on behalf of insurers of the Borrower and all guarantors, certificates or information as describing in reasonable detail the Joint Lead Arrangers may reasonably request, all in form types and substance reasonably satisfactory to the Joint Lead Arrangers. amounts of insurance (cproperty and liability) To the extent requested maintained by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, Borrower and all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.guarantors

Conditions to Effectiveness. The obligations effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of the Lenders to make Loans hereunder shall not become effective until the date on which each Administrative Agent, of the following conditions is satisfied (or waived in accordance with Section 9.2).precedent: (a) The Administrative Agent must receive the following, all of which must be satisfactory in form 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 content to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or in its counsel) shall have received the followingsole discretion: (i) a counterpart of this This Agreement signed duly executed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement;▇▇▇▇▇▇▇▇. (ii) evidence that A copy of the Custodial Agreement, the Servicing Agreement, any Bailee Agreements (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and feesextent applicable), or will be repaid substantially concurrently with the closing of this Pledge Agreement, the Assignment Agreement Documents and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement;Customers Fee Letter, in each case, duly executed by each party thereto. (iii) a A copy of ▇▇▇▇▇▇▇▇’s certificate of organization, together with all amendments, as certified by the Secretary of State of Delaware, a copy of Borrower’s limited liability company agreement and any other Constituent Documents, together with all amendments, certified by the Secretary or Assistant Secretary other authorized representative of Borrower, and certificates of good standing dated within thirty (30) days of the Borrower in the form date of Exhibit 3.1(b)(iii)this Agreement. (iv) A copy of a resolution, attaching and certifying copies of its bylaws and consent or approval of the resolutions manager, board of its boards directors or other governing body of directors, Borrower authorizing the execution, delivery and performance of this Agreement and the Credit Documents other Transaction Documents, each Advance Request and certifying all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (v) A certificate as to the name, title incumbency and true signature of each officer authenticity of the signatures of the officers of Borrower executing this Agreement and the Credit other Transaction Documents;, and of the Authorized Representatives (the Administrative Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to the Administrative Agent). (ivvi) certified copies A copy of the articles or BLK Holding’s certificate of incorporation of the Borrowerorganization, together with certificates of good standing or existenceall amendments, as may be available from certified by the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, 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; (vii) if a Borrowing will be made on the Closing DateDelaware, a duly executed Notice copy of Borrowing BLK Holding’s limited liability company agreement and a duly executed funds disbursement agreementany other Constituent Documents, together with a report setting forth all amendments, certified by the sources Secretary or other authorized representative of BLK Holding, and uses certificates of good standing dated within thirty (30) days of the proceeds hereof; (viii) [Reserveddate of this Agreement.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of each Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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 of the Administrative Agent, the Arranger and their 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger. (b) 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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, (A) attaching and certifying (1) certified copies of its bylaws and articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, (2) copies of its bylaws, or partnership agreement or limited liability company agreement or comparable organizational documents, (3) the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (iv4) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions its jurisdiction of organization and each other jurisdiction where it is required to be qualified to do business as a foreign corporation and (B) certifying the name, title and true signature of each officer of such Loan Party executing the BorrowerLoan Documents to which it is a party; (viii) a favorable written opinion of inside or outside DLA Piper LLP (US), counsel to the BorrowerLoan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders and any other Person who becomes a Lender pursuant to Section 2.23 or 2.27); (viiv) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event after giving effect to the funding of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, 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; (vii) if a any Revolving Borrowing will to be made on the Closing Date, the conditions set forth in Sections 3.2(a) and 3.2(b) have been satisfied; (v) a duly executed Notice of Borrowing and a duly executed funds disbursement agreementfor any Revolving Borrowing to be made on the Closing Date, together with a report setting forth the sources and uses of the proceeds hereofLoans made on the Closing Date; (viiivi) [Reserved.]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 any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the LEGAL02/42400466v16 transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ixvii) 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 Fiscal Quarter ended December 31, 2020 and 2022, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Years ended December 31, 2021 and December 31, 2022 and (C) financial projections on an annual basis for the Fiscal Years ending September 30December 31, 2020 2023, December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027; (it being agreed viii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI as of December 31, 2022, calculated on a pro forma basis (x) as if any Revolving Borrowing to be made on the Closing Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations) and (y) after giving effect to the initial public offering that this clause occurred on January 12, 2023; (ix) is satisfied a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower’s filings with , confirming that the Securities Borrower and Exchange Commission prior its Subsidiaries (on a consolidated basis) are, and the Loan Parties (on a consolidated basis) are, Solvent before and after giving effect to the date hereof); andfunding of any Revolving Borrowing to be made on the Closing Date and the consummation of the transactions contemplated to occur on the Closing Date; (x) such other documentsthe Guaranty Agreement, certificates duly executed by each Loan Party; (xi) copies of UCC, tax, judgment and fixture lien search reports in all necessary or information appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Joint Lead Arrangers may reasonably requestAdministrative Agent; (xii) a duly executed payoff letter, all in form and substance satisfactory to the Administrative Agent, in connection with the Existing Credit Agreement, with confirmation to the Administrative Agent to its satisfaction that the Existing Credit Agreement shall have been terminated, all commitments of the lenders thereunder to fund additional advances shall have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts shall have been paid in full on the Closing Date, together with any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed pursuant to the Existing Credit Agreement; (xiii) a copy of the complete currently effective investment policy of each Loan Party and each Insurance Subsidiary (which investment policy shall be reasonably satisfactory to the Joint Lead Arrangers.Administrative Agent and the Lenders); (cxiv) To the extent requested by the Administrative Agent in writing not less than at least five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that required by bank regulatory authorities or reasonably requested by the Administrative Agent reasonably believes is required by regulatory authorities or any Lender under or in respect of applicable “know-your-know your customer” and anti-money laundering rules and regulations, Legal Requirements including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Dateand, to the extent the if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower; and (xv) certificates of insurance, in form and detail acceptable to the BorrowerAdministrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed LEGAL02/42400466v16 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.2).10.2).5 (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 Credit Loan Document and under any agreement with the Administrative Agent or Truist Securities (including the Joint Lead ArrangersFee Letter). (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that duly executed Notes payable to each Lender requesting a note (A) including the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements Swingline Note payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and feesSwingline Lender), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) the Pledge Agreement duly executed by the Borrower and each Subsidiary Loan Party; (vi) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each holder of existing Indebtedness or the agent thereof, and a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower; together with (a) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, (b) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of such holders or agent upon any of the personal property of the Borrower and its Subsidiaries and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (vii) Reserved; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance acceptable to the Borrower in the form of Exhibit 3.1(b)(iii)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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit Documents;Loan Documents to which it is a party; ______________________ 5 Conditions set forth in Section 3.1 were satisfied, and the Closing Date occurred, on November 8, 2012. (ivix) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party; (vx) a Reserved; (xi) favorable written opinion of inside or outside ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vixii) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vi)Administrative Agent, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (or, if qualified by materiality, in all respects) and (Cz) since September 30December 31, 20202011, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viixiii) if a Borrowing will with respect to any Loan to be made funded on the Closing Date, if any, a duly executed Notice of Borrowing and Borrowing; (xiv) with respect to any Loan to be funded on the Closing Date, if any, a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofof the Loans to be disbursed on the Closing Date; (viiixv) [Reserved.]certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery and performance of the Loan Documents by each Loan Party, and the validity and enforceability of the Loan Documents against each Loan Party or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Loans or any transaction being financed with the proceeds thereof shall be ongoing; (ixxvi) Reserved; (xvii) copies of the consolidated and consolidating balance sheets, income statements, cash flows and operating budget of the Borrower setting forth projections for the five Fiscal Years next succeeding the Closing Date, and setting forth in reasonable detail the assumptions underlying such projections; (xviii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter Fiscal Quarter ending on December 31September 30, 2020 2012, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Years ending December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011; (xix) a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of September 30, 2020 2012; (it being agreed that this clause (ixxx) is satisfied a copy of, or a certificate as to coverage under, the insurance policies required by the Borrowerapplicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s filings with loss payable endorsement and to name the Securities Administrative Agent as additional insured, in form and Exchange Commission prior substance satisfactory to the date hereof)Administrative Agent; (xxi) Reserved; and (xxxii) such other documents, certificates or information as the Joint Lead Arrangers Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent or the Required Lenders. (c) To The Administrative Agent shall have received (i) to the extent required by the Pledge Agreement, the certificates representing the shares of Capital Stock 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 Borrower or the applicable Subsidiary Loan Party, as pledgor; (ii) to the extent required by the Security Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (iii) to the extent required by the Security Agreement or the Pledge Agreement, each promissory note pledged to the Administrative Agent pursuant to the Pledge Agreement and the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) 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 to be filed, registered or recorded in writing not less than five (5) Business Days prior order to the Closing Date, create in favor of the Administrative Agent shall have receivedAgent, not later for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required Liens permitted by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulationsSection 7.2), including without limitation the Patriot Act (as defined below)shall be in proper form for filing, registration or recordation. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement and the obligations of the any Lenders party hereto to make Loans hereunder shall not become effective until or continue any Credit Extensions pursuant to the date on which each terms of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.2).precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party unless otherwise specified, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Joint Lead Arrangers Administrative Agent, each Lender and the Borrower. (ii) a Revolving Credit Note executed by the Borrower in favor of each Revolving Credit Lender requesting a Revolving Credit Note. (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party 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 Agreement, the other Loan Documents, the Transaction and the Related Documents to which such Loan Party is a party. (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have received all fees been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and other amounts due and payable on or (C) a calculation of the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date both on an actual basis as of the date of determination and on a pro forma basis (as it pertains to Indebtedness incurred on the Closing Date). (vii) A copy of a certificate of the Secretary of State of the jurisdiction of organization of each Loan Party, dated reasonably near the Closing Date, including reimbursement certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or payment presently subsisting under the laws of the State of the jurisdiction of its incorporation. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President, a Vice President, its Secretary or any Assistant Secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in clause (vii) above, (B) a true and correct copy of the bylaws or other organizational documents of such Loan Party as in effect on the date on which the resolutions referred to in clause (iii) above were adopted and on the Closing Date, (C) the due organization and good standing or valid existence of such Loan Party as an organization organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date and (E) the absence of any event occurring and continuing, or resulting from the initial Credit Extension, if a Credit Extension is being requested on the date of effectiveness hereof, that constitutes a Default. (ix) A certificate signed by a Responsible Officer of the Borrower certifying that none of the Related Documents have been amended or waived since the date each such document was entered into. (x) A Loan Notice relating to the initial Credit Extension hereunder, if a Credit Extension is being requested on the date of effectiveness hereof. (xi) A duly executed acknowledgement, reaffirmation and agreement from all out-of-pocket expenses (including reasonable feesparties to the Security Agreement and each Guaranty, charges in form and disbursements of counsel substance reasonably satisfactory to the Administrative Agent, with respect to this Agreement. (xii) required A duly executed Account Control Agreement (as defined in the Security Agreement) or Security Control Agreement (as defined in the Security Agreement) with respect to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangerscash collateral account referred to in Section 7.03(m)(v). (b) The Administrative Agent (or its counsel) shall have received a favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the following:Loan Parties, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (ic) a counterpart The outstanding principal balance of this the Existing Term Loan, plus accrued, unpaid interest thereon, shall have been refinanced in full. (d) Any fees required to be paid on or before the Closing Date shall have been paid and all fees, interest and commissions payable under the Existing Credit Agreement signed shall have been paid in full. (e) Unless deferred by or on behalf the Administrative Agent, the Borrower shall have paid all Attorney Costs of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under including with respect to the Existing Credit Agreements Agreement and this Amended and Restated Credit Agreement) to the Administrative Agent three Business Days extent invoiced prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, 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; (vii) if a Borrowing will be made on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a duly executed Notice final settling of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of accounts between the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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 belowAgent). (df) At least five The Administrative Agent shall be satisfied with the due grant and full perfection (5or delivery of documents to accomplish perfection) days prior of all Collateral (as defined in the Security Agreement). (g) Both before and after giving effect to the Transaction, there shall have occurred no Material Adverse Effect. (h) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. (i) The Closing DateDate shall have occurred on or before July 15, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower2003.

Conditions to Effectiveness. The obligations of the --------------------------- Lenders (including the Swingline Lender) 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 9.210.2).. ------------ (a) The On the Funding Date, the Administrative Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable (other than those previously paid on or prior to the Closing Execution 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust Equitable Securities Corporation, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) on or prior to the Funding Date, a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days on or prior to the Closing Funding Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementduly executed Notes payable to such Lender; (iii) on or prior to the Funding Date, a duly executed Subsidiary Guaranty Agreement and Indemnity and Contribution Agreement from each Subsidiary Loan Party ; (iv) on or prior to the Execution Date, a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)Borrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Credit DocumentsLoan Documents to which it is a party; (ivv) on or prior to the Execution Date, certified copies of the articles or certificate of incorporation or other charter documents of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization incorporation of the BorrowerBorrower and each other jurisdiction where the Borrower has its principal place of business; (vvi) on or prior to the Funding Date, a favorable written opinion of inside or outside ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, substantially in the form attached hereto as Exhibit G-1 hereof, and covering such matters relating a favorable written ----------- opinion of the general counsel of the Loan Parties addressed to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or and each of the Required Lenders shall reasonably request; (vi) a certificate Lenders, substantially in the form of attached hereto as Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2020, 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; (vii) 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) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof)G-2; and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.-----------

Conditions to Effectiveness. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2).satisfied: (a) The Administrative Agent and the Joint Lead Arrangers 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 Arranger and their 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower each Credit Party in the a form of Exhibit 3.1(b)(iii)acceptable to Administrative Agent, attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Credit Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization or limited partnership, or other registered organizational documents of each Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrower;such Credit Party and each other jurisdiction where such Credit Party is required to be qualified to do business as a foreign corporation; 116430174v7 48 (viv) a favorable written opinion of inside or outside counsel to the BorrowerCredit Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerCredit Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viv) a certificate in the a form of Exhibit 3.1(b)(vi)reasonably acceptable to Administrative Agent, dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Credit Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and for any initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]copies of any consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Legal Requirements, or by any Contractual Obligation of any Credit Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby; (ix) copies of (A) the internally prepared quarterly financial statements of the Borrower Parent and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31Fiscal Quarter ended September 30, 2020 2018, and (B) the audited consolidated financial statements for the Borrower Parent and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); andFiscal Year ended 2017; (x) a duly completed and executed Compliance Certificate signed by a Responsible Officer of Parent, including pro forma calculations of the financial covenants set forth in Section 5.2 hereof as of the Closing Date, and calculated as if any initial Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such other documentscalculations); (xi) a certificate, certificates or information as dated the Joint Lead Arrangers may reasonably requestClosing Date and signed by the chief financial officer of each Credit Party, all in form confirming that each Credit Party is Solvent before and substance reasonably satisfactory after giving effect to the Joint Lead Arrangers.funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (cxii) To executed counterparts of each of the extent other Loan Documents, together with (A) 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 Credit Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (B) a Perfection Certificate, duly completed and executed by the Borrower, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Credit Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (D) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (xiii) [intentionally omitted]; 116430174v7 49 (xiv) all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under of applicable “know-your-know your customer” and anti-money laundering rules and regulations, Legal Requirements including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Dateand, to the extent the if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to Borrower; and (xv) all such other documents and materials required by the Borrowerclosing checklist related to this Agreement and prepared by counsel for the Administrative Agent. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, the Administrative Agent and each Lender that has signed this 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 or acceptable or satisfactory to Administrative Agent or Lenders for purposes of the closing and initial funding of the Loans unless the Borrower shall have received notice from the Administrative Agent (and the Administrative Agent shall have received notice from such Lender) prior to the proposed Closing Date specifying its objection thereto; provided, however, that such deemed consent, approval, acceptance, or satisfaction shall not in any manner limit the effectiveness of or act as a waiver of any of the representations, warranties, or covenants of the Borrower set forth herein or in any manner limit, restrict, or waive required compliance by Borrower with same.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement, the obligations of the Lenders to make Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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 of the Administrative Agent, the Lead Arranger and their 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 Credit Loan Document and under any agreement with the Administrative Agent or and/or the Joint Lead Arrangers. (b) 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 and each Exiting Lender Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf facsimile transmission of an executed a signed signature page of this Agreement or such Exiting Lender Agreement, as applicable) that such party has signed a counterpart of this Agreement or such Exiting Lender Agreement, as applicable; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Borrower in the form of Exhibit 3.1(b)(iii)Closing Date, attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viv) a favorable written opinion of inside or outside ▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., as New York, Nevada and Texas counsel to the BorrowerLoan Parties dated as of the Closing Date, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (viv) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and for the initial Borrowing of Loans under this Agreement; (vii) a duly executed funds disbursement agreement, dated as of the Closing Date together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents and the Stronghold Acquisition Agreement or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof (including the Stronghold Transactions) is ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (ix) copies of (A) the quarterly financial statements a pro forma consolidated income statement as of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter twelve (12)-month period ending on December 31, 2020 2021 (the “Recent Reporting Date”), giving effect to the Stronghold Transactions and the financing contemplated by this Agreement as if such transactions had occurred on the first (1st) day of such period, (B) a pro forma consolidated balance sheet as of and for March 31, 2022, giving effect to the audited consolidated financial statements for Stronghold Transactions and the Borrower financing contemplated by this Agreement as if such transactions had occurred on the Closing Date and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ixC) is satisfied pro forma projections based on information provided by the Borrower’s filings with sellers under the Securities Stronghold Acquisition Agreement (collectively, the “Pro Forma Statements and Exchange Commission prior to the date hereofProjections”); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably requestin each case, all in form and substance reasonably satisfactory acceptable by the Administrative Agent, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such Pro Forma Statements and Projections and pro forma compliance with the financial covenants set forth in Article VI of this Agreement; (x) a certificate, dated as of the Closing Date and signed by the chief financial officer of each Loan Party, (A) confirming that each Loan Party is Solvent before and after giving effect to the Joint Lead Arrangers.funding of the initial Borrowing and the consummation of the Stronghold Transactions and (B) demonstrating pro forma compliance with the financial covenants set forth in Article VI of this Agreement (and setting forth in reasonable detail such calculations); (cxi) To a certificate, as to the extent Initial Reserve Report, dated as of the Closing Date and signed by a Responsible Officer of Borrower, in the form required by Section 5.13; (xii) a reaffirmation and amendment of the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of 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 writing not less order to perfect such Liens, duly authorized by the Loan Parties, (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 Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than five (5) Business Days prior Excepted Liens and Liens to be released on the Closing Date, the Administrative Agent shall have received(C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), not later than two together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (2D) calendar days prior to the Closing Date, all documentation and other information acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” issuer of such equity interests and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.;

Conditions to Effectiveness. The obligations of the Lenders to make Loans 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 9.2).10.2): (a1) The Administrative Agent and the Joint Lead Arrangers 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 Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger (including the Fee Letters). (b2) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (ia) 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 or .pdf facsimile transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iiib) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of (x) its bylaws bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and of (z) the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivc) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the Borrowereach Loan Party; (vd) a favorable written opinion opinions of inside or outside Lath▇▇ & ▇atk▇▇▇ ▇▇▇ and Squire Patt▇▇ ▇▇▇g▇ ▇▇▇, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (vie) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that immediately after giving effect to consummation of the transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default existsexists or will result therefrom, (B) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents 76 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), (C) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in which has had or could reasonably be expected to have a Material Adverse Effect and (D) (x) the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects Liquidity of the Borrower and its subsidiaries taken as a wholethe Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (vii) 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; (viiif) [Reserved.reserved]; (ixg) certified copies of (A) all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Agreement of any Loan Party, in connection with the quarterly financial statements execution, delivery, performance, validity and enforceability of the Borrower Loan Documents or any of the transactions contemplated hereby or thereby, and its Subsidiaries on such consents, approvals, authorizations, registrations, filings and orders 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 Term Loans shall be ongoing; (h) [reserved]; (i) a consolidated basis for duly completed and executed Compliance Certificate, including calculations of the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending covenants set forth in Article VI hereof as of September 30, 2020 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (it being agreed and setting forth in reasonable detail such calculations); (j) evidence that this clause (ixa) is satisfied the Note Purchase Agreement shall have been executed and delivered by the Borrower’s filings parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the Securities and Exchange Commission prior to terms of the date hereof); andNote Purchase Agreement; (xk) such other documentsthe Reaffirmation Agreement, certificates or information as duly executed by the Joint Lead Arrangers may reasonably request, all Loan Parties and in form and substance reasonably satisfactory to the Joint Lead Arrangers.Administrative Agent; (cl) To the extent requested Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each of the parties thereto; (m) [reserved]; (n) a certificate, dated 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; (o) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; 77 (p) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (q) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent in writing not less than five (5) Business Days or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this 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 or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received, not later than two (2) calendar days received notice from such Lender prior to the proposed Closing Date, all documentation and other information with respect to the Borrower 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)Date specifying its objection thereto. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2). (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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) 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 or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence satisfactory to Administrative Agent that (A) the Borrower has delivered notice of its termination of commitments under the Existing Five-Year Credit Agreements Agreement has been terminated and all amounts owing to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements Lenders thereunder have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementin full; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the BorrowerBorrower and each other jurisdiction in which the failure to so qualify and be in good standing would have or would reasonably be expected to have a Material Adverse Effect; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and respects, (C) since September 30, 20202010, 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 would have or be reasonably 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; (vii) 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) [Reserved.]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 Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) 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, 2020 2010 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof)2010; and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The This Agreement and the obligations of the Lenders to provide the Term Loan Commitments and make Loans hereunder the Term Loan in accordance herewith shall not become effective until the date on which each of the following conditions is satisfied (or waived or modified in accordance with Section 9.210.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Agreement Date, including the upfront fee required under the Fee Letter and 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersAgent. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements duly executed Term Loan Notes payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementeach Lender requesting Term Loan Notes; (iii) the Security Agreement and the UK Pledge Agreement, duly executed by the Borrower; (iv) a certificate of the Secretary or Assistant Secretary registered agent of the Borrower in attaching copies of the form Borrower’s register of Exhibit 3.1(b)(iii), directors; (v) a certificate of the directors of the Borrower attaching and certifying copies of its bylaws articles and memorandum of association, and of the resolutions of its boards board of directorsdirectors or other governing body, as applicable, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Credit Loan Documents; (ivvi) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the BorrowerBorrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign entity; (vvii) a favorable written opinion of inside or outside of: (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower, and (B) Ogier, BVI counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viviii) a certificate certificate, in form and substance satisfactory to the form of Exhibit 3.1(b)(vi)Administrative Agent, dated the Closing Agreement Date and signed by a Financial OfficerResponsible Officer of the Borrower, certifying that certifies, among other things: (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a materiality qualification, in which case such representations and warranties shall be true and correct in all respects), (C) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the businesschange, condition (financial event or otherwise), operations, liabilities (contingent or otherwise), properties or prospects other circumstance of the Borrower and its subsidiaries Borrower, individually or taken as a whole; , which has had or could reasonably be expected to have a Material Adverse Effect as of such date, and (viiD) if a Borrowing will be made on the Closing Dateas of such date, a duly executed Notice of Borrowing true, complete and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses correct copy of the proceeds hereof; (viii) [Reserved.]Scheme Press Release has been delivered to the Administrative Agent; (ix) copies the results of (A) the quarterly financial statements a recent UCC, tax, judgment and lien searches in respect of the Borrower Borrower, and its Subsidiaries on a consolidated basis for such searches shall reveal no Liens of record; (x) all information the fiscal quarter ending on December 31, 2020 Administrative Agent and (B) the audited consolidated financial statements for each Lender may request with respect to the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings in order to comply with the Securities USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and Exchange Commission prior to the date hereof)any other “know your customer” or similar laws or regulations; and (xxi) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to Fee Letter duly executed by the Joint Lead ArrangersBorrower. (c) To Each document (including, without limitation, any UCC financing statement) required by the extent Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in writing not less than five (5) Business Days prior order to the Closing Date, create in favor of the Administrative Agent Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation. 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 receivedconsented to, not later than two (2) calendar days prior approved or accepted or to the Closing Datebe satisfied with, all documentation and each document or other information with respect matter required hereunder to the Borrower that the Administrative Agent reasonably believes is required be consented to or approved by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below)or acceptable or satisfactory to a Lender. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.210.2). (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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersArranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements duly executed Notes payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreementeach Lender requesting a note; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary that is a Domestic Subsidiary; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary that is a Domestic Subsidiary; (v) the Pledge Agreement duly executed by the Borrower and each Subsidiary that is a Domestic Subsidiary; (vi) a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance acceptable to the Borrower in the form of Exhibit 3.1(b)(iii)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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivvii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party; (vviii) a Reserved; (ix) favorable written opinion of inside or outside ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vi)Administrative Agent, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viixi) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and Borrowing; (xii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofof the Loans to be disbursed on the Closing Date; (viiixiii) [Reserved.]; (ix) certified copies of (A) 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, in connection with the quarterly financial statements execution, delivery, performance, validity and enforceability of the Borrower Loan Documents or any of the transactions contemplated thereby, and its Subsidiaries on a consolidated basis for such consents, approvals, authorizations, registrations, filings and orders 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 fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it Loans or any transaction being agreed that this clause (ix) is satisfied by the Borrower’s filings financed with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent proceeds thereof shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.be ongoing;

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers 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 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Sole Lead ArrangersArranger. (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viv) a favorable written opinion of inside or outside Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, and such local counsel opinions as the Administrative Agent may require, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of the Term Loans and any initial Revolving Borrowing, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case, such representations and warranties shall be true and correct in all respects) and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viivi) 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; (viiivii) [Reserved.]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 any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ixviii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries and the Acquired Business on a consolidated basis for the fiscal quarter each Fiscal Quarter ending on after December 31, 2020 2014 and at least 45 days prior to the Closing Date, (B) the audited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries and the Acquired Business for each of the Fiscal Years ending December 31, 2012, December 31, 2013 and December 31, 2014 and (C) financial projections, on a pro forma basis (and on a quarterly basis), for the fiscal year ending September 30stub period from June 1, 2020 (it being agreed that this clause 2015 through December 31, 2015 and annually thereafter through December 31, 2020; (ix) a duly completed and executed Compliance Certificate, including (i) calculations of the financial covenants set forth in Article VI hereof as of June 30, 2015 and (ii) calculations demonstrating that Total Leverage is satisfied by not greater than 3.00:1.00, in each case, calculated on a pro forma basis as if the Borrower’s filings with Term Loans had been funded as of the Securities first day of the relevant period for testing compliance (and Exchange Commission prior to the date hereofsetting forth in reasonable detail such calculations); and; (x) such other documentsa certificate, certificates or information as dated the Joint Lead Arrangers may reasonably requestClosing Date and signed by the chief financial officer of each Loan Party, all in form confirming that each Loan Party is Solvent before and substance reasonably satisfactory after giving effect to the Joint Lead Arrangers.funding of the Term Loans and any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (cxi) To the extent Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of 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 writing not less than five (5) Business Days prior order to perfect such Liens, duly authorized by the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.Loan Parties,

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.2).10.2).5 (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 Credit Loan Document and under any agreement with the Administrative Agent or Truist Securities (including the Joint Lead ArrangersFee Letter). (b) 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 or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that duly executed Notes payable to each Lender requesting a note (A) including the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements Swingline Note payable to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and feesSwingline Lender), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) the Pledge Agreement duly executed by the Borrower and each Subsidiary Loan Party; (vi) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each holder of existing Indebtedness or the agent thereof, and a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower; together with (a) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, (b) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of such holders or agent upon any of the personal property of the Borrower and its Subsidiaries and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (vii) Reserved; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance acceptable to the Borrower in the form of Exhibit 3.1(b)(iii)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 Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit Documents;Loan Documents to which it is a party; ______________________ 5 Conditions set forth in Section 3.1 were satisfied, and the Closing Date occurred, on November 8, 2012. (ivix) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party; (vx) a Reserved; (xi) favorable written opinion of inside or outside ▇▇▇▇▇ Lovells US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vixii) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vi)Administrative Agent, dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct in all material respects (or, if qualified by materiality, in all respects) and (Cz) since September 30December 31, 20202011, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect; (viixiii) if a Borrowing will with respect to any Loan to be made funded on the Closing Date, if any, a duly executed Notice of Borrowing and Borrowing; (xiv) with respect to any Loan to be funded on the Closing Date, if any, a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereofof the Loans to be disbursed on the Closing Date; (viiixv) [Reserved.]certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery and performance of the Loan Documents by each Loan Party, and the validity and enforceability of the Loan Documents against each Loan Party or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders 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 Loans or any transaction being financed with the proceeds thereof shall be ongoing; (ixxvi) Reserved; (xvii) copies of the consolidated and consolidating balance sheets, income statements, cash flows and operating budget of the Borrower setting forth projections for the five Fiscal Years next succeeding the Closing Date, and setting forth in reasonable detail the assumptions underlying such projections; (xviii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter Fiscal Quarter ending on December 31September 30, 2020 2012, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year Fiscal Years ending December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011; (xix) a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of September 30, 2020 2012; (it being agreed that this clause (ixxx) is satisfied a copy of, or a certificate as to coverage under, the insurance policies required by the Borrowerapplicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s filings with loss payable endorsement and to name the Securities Administrative Agent as additional insured, in form and Exchange Commission prior substance satisfactory to the date hereof)Administrative Agent; (xxi) Reserved; and (xxxii) such other documents, certificates or information as the Joint Lead Arrangers Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead ArrangersAdministrative Agent or the Required Lenders. (c) To The Administrative Agent shall have received (i) to the extent required by the Pledge Agreement, the certificates representing the shares of Capital Stock 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 Borrower or the applicable Subsidiary Loan Party, as pledgor; (ii) to the extent required by the Security Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (iii) to the extent required by the Security Agreement or the Pledge Agreement, each promissory note pledged to the Administrative Agent pursuant to the Pledge Agreement and the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) 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 to be filed, registered or recorded in writing not less than five (5) Business Days prior order to the Closing Date, create in favor of the Administrative Agent shall have receivedAgent, not later for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required Liens permitted by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulationsSection 7.2), including without limitation the Patriot Act (as defined below)shall be in proper form for filing, registration or recordation. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations effectiveness of this Joinder is subject to the Lenders to make Loans hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or precedent in a manner satisfactory to Collateral Agent, unless specifically waived in accordance with Section 9.2).writing by Collateral Agent: A. Collateral Agent shall have received all of the following, each in form and substance satisfactory to Collateral Agent in its sole discretion, and, where applicable, each duly executed by each party thereto, other than Lenders: (1) This Joinder, duly executed by the Borrowers; (a) The Administrative Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable on certificate of formation, bylaws or prior to the Closing Datesimilar organizational documents of each Peak Borrower, 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 Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or good standing certificates for each Peak Borrower issued by its counsel) shall have received the following: (i) a counterpart jurisdiction of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Dateorganization, (Bc) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards the board of directors, directors or managers of each Peak Borrower authorizing the execution, delivery and performance of the Credit Loan Documents to which such Peak Borrower is a party, (d) certificates of the managers or secretaries of each Peak Borrower, in form and certifying substance satisfactory to Lenders, as to the name, title incumbency and true signature of the officers executing any agreements, documents and instruments in connection herewith, and (e) each officer document (including, without limitation, any UCC financing statement) required by any Loan Document or under law or requested by Collateral Agent to be filed or recorded in order to create, in favor of Lenders, a perfected first priority security interest in or Lien upon such Collateral owned by Peak Borrowers and evidence of each such filing, registration or recordation and of the Borrower executing the Credit Documentspayment by Borrowers of any necessary fee, tax or expense relating thereto; (iv3) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower;Amendment Fee; and (v4) a favorable written opinion of inside All other documents Collateral Agent may reasonably request with respect to any matter relevant to this Joinder or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;hereby. (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all B. All representations and warranties of the Borrower set forth Borrowers in the Credit Documents are Loan Agreement or any other Loan Document shall be true and correct in all material respects at and (C) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects as of the Borrower date hereof and its subsidiaries taken as a whole; (vii) 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; effective date of this Joinder as though then made, except (viii1) [Reserved.]; (ix) copies of (A) to the quarterly financial statements extent of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied changes caused by the Borrower’s filings with the Securities transactions expressly contemplated herein, and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation for such representations and other information with respect to the Borrower that the Administrative Agent reasonably believes is required warranties as by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (their terms expressly speak as defined below)of an earlier date. (d) At least five (5) days prior C. No Material Adverse Effect or Material Adverse Change shall have occurred or be reasonably expected to the Closing Dateoccur. D. 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 Requisite Lenders or, only to the extent required by the Borrower qualifies as a “Loan Agreement, all Lenders. E. All corporate proceedings taken in connection with the transactions contemplated by this Joinder and all documents, instruments and other legal entity customer” under matters incident thereto shall be duly authorized and executed. F. Payment by Borrowers of all reasonable fees and costs incurred by Collateral Agent in preparation and execution of this Joinder (including reasonable attorneys' fees and costs, title costs and recording fees); provided, however, that the Beneficial Ownership Regulation, the Borrower Borrowers shall deliver a Beneficial Ownership Certification in relation only be required to pay such fees and costs that are invoiced to the BorrowerBorrowers no later than one business day prior to funding in order to comply with this condition to effectiveness (but in all events, such fees and costs shall be paid promptly after invoiced to the Borrowers regardless as to whether such invoice is delivered later than one business day prior to funding).

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) 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 9.210.2). (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 upfront fees for the Lenders and 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 Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersSunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement and each other Loan Document (other than the Notes) signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) duly executed Revolving Credit and Term Notes payable to such Lender and the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements Swingline Note payable to the Administrative Agent three Swingline Lender, in each case, only if requested by such Lender at least one (1) Business Days Day prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) delivery of updated lien searches in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary of the Borrower General Partner in the form of Exhibit 3.1(b)(iii3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, the partnership agreement, or comparable organizational documents and authorizations of the Borrower, authorizing the execution, delivery and performance of the Credit Loan Documents to which the Borrower is a party, and certifying the name, title attaching true and true signature of each officer correct copies of the Borrower executing TC PipeLines ILP Agreement, the Credit DocumentsTuscarora ILP Partnership Agreement, the Northern Border Partnership Agreement; (ivv) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other registered organizational documents of the BorrowerBorrower and its General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization of the BorrowerBorrower and its General Partner, and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; (vvi) a certificate dated as of the Closing Date and signed by a responsible officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written opinion of inside or outside ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viviii) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(viii), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (Ax) no Default or Event of Default exists, (By) all representations and warranties of the Borrower set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrower described in Section 4.4, there shall have been no material adverse change in the business, condition (financial which has had or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as could reasonably be expected to have a whole; (vii) 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) [Reserved.]Material Adverse Effect; (ix) [RESERVED]; (x) copies of (A) the audited financial statements of GLGT for its fiscal years ended 2004 and 2005 and the internally prepared quarterly financial statements of GLGT for its fiscal quarter ended on September 30, 2006 as well as a projected consolidated balance sheet of the Borrower and its Subsidiaries on a consolidated basis for as of the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior Closing Date after giving effect to the date hereof)GLGT Acquisition; and (xxi) such other documents, certificates or information a certificate dated as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to of the Closing DateDate and signed by a responsible officer, attaching true and correct 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 the Administrative Agent 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 shall be in full force and effect and all applicable waiting periods shall have receivedexpired, not later than two (2) calendar days prior to and no investigation or inquiry by any governmental authority regarding the Closing Date, all documentation and other information Commitments or any transaction being financed with respect to the Borrower 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)proceeds thereof shall be ongoing. (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations of the Lenders to make Loans 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 9.2).10.2): (a) The Administrative Agent and the Joint Lead Arrangers Lenders 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 Collateral Agent and the Lenders (including the fees and expenses of ▇▇▇▇▇▇ & Co. and the reasonable fees, charges and disbursements of (i) a single counsel to the Administrative AgentLenders and a single local counsel to the Lenders in each applicable jurisdiction and (ii) a single counsel to the Collateral Agent and a single local counsel to the Collateral Agent in each applicable jurisdiction) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with any Lender. The Borrower shall have pre-paid all recording and filing costs with respect to the Administrative Agent or Mortgages, as identified by the Joint Lead ArrangersLenders to the Borrower. (b) The Administrative Agent Lenders (or its their counsel) shall have received the following, each to be in form and substance satisfactory to each Lender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent Lenders (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) a counterpart of the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Intercreditor Agreement, duly executed by the First Lien Agent and (C) acknowledged by the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this AgreementLoan Parties; (iii) a counterpart of a Notice of Borrowing, duly executed by the Borrower requesting Loans on the Closing Date in an aggregate principal amount equal to $31,000,000; (iv) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii)each Loan Party, attaching and certifying copies of its bylaws bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation incorporation, certificate of the Borrowerorganization 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 jurisdictions jurisdiction of organization of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vvi) a favorable written opinion of inside or outside Fulbright and ▇▇▇▇▇▇▇▇, counsel to the BorrowerLoan Parties, and a written opinion of Steptoe & ▇▇▇▇▇▇▇ PLLC, each addressed to the Administrative Collateral Agent and each of the Lenders, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Collateral Agent or the Required Lenders shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Loan, (Ax) no Default or Event of Default exists, and (By) all representations and warranties of the Borrower each Loan Party set forth in the Credit Loan Documents are true and correct (other than the representations and warranties that are made as of a specific date, in all material respects which case such representations and (C) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwisewarranties are true and correct as of such date), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a whole; (vii) 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) [Reserved.]all consents, approvals, authorizations, registrations, filings and orders 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 Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) 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 31Fiscal Quarter ended June 30, 2020 2011 and (B) financial projections on a quarterly basis for the audited consolidated financial Fiscal Year ending December 31, 2011 and annually thereafter through December 31, 2015; (x) a certificate, dated the Closing Date and signed by a Responsible Officer of each Loan Party, confirming that the Loan Parties, taken as a whole, are Solvent before and after giving effect to the funding of the initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xi) evidence, in form and substance satisfactory to the Lenders, that Magnum has contributed to the Borrower at least $30,000,000 in cash equity; (xii) the Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Collateral Agent or the Required Lenders in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties, as requested by the Collateral Agent or the Required Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, and (C) a Perfection Certificate, duly completed and executed by the Borrower; (xiii) the Pledge Agreement, duly executed by Triad, together with (A) any original certificates evidencing all issued and outstanding shares of Equity Interests pledged to the Collateral Agent under the Pledge Agreement and (B) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (xiv) Mortgages covering all Material Real Estate as of the Closing Date, duly executed by the appropriate Loan Party, together with (a) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered by the appropriate Loan Party and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent or the Lenders may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all West Virginia mortgage taxes and all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (b) evidence that all other actions (other than actions requiring notices to or consents from account debtors, counterparties or other third parties) that the Collateral Agent or the Lenders may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken, and (c) a satisfactory report from ▇▇▇▇▇▇ & Co. with respect to the rights of way for the Pipeline System; (xv) copies of all Material Agreements; (xvi) duly executed Triad Gas Gathering Agreement with terms and conditions satisfactory to the Lenders; (xvii) certificates of insurance, in form and detail acceptable to the Collateral Agent and the Lenders, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Collateral Agent as loss payee or additional insured, as the case may be and subject to the rights of the lenders under the First Lien Credit Agreement as set forth in the Intercreditor Agreement; (xviii) completion by the Lenders of all due diligence with respect to the Borrower and its Subsidiaries for and all legal and environmental due diligence, in each case, to the fiscal year ending September 30satisfaction of the Lenders; (xix) all conditions precedent to the closing under the First Lien Credit Agreement shall have been or, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings concurrently with the Securities Closing Date and Exchange Commission prior to funding of the date hereof); andLoans, shall be satisfied. The Lenders shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of each First Lien Indebtedness Document as originally executed and delivered, together with all exhibits and schedules thereto; (xxx) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Datefrom each Loan Party, all documentation and other information that each Lender may reasonably request in order to comply with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities its ongoing obligations under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act Act; (as defined below)xxi) the Independent Engineer’s Report, including the feasibility study in form and substance satisfactory to the Lenders; and (xxii) the Master Services Agreement, duly executed by the Borrower and Apex Pipeline Services, Inc. in respect of the Pipeline construction. (dc) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the The Borrower shall deliver have a Beneficial Ownership Certification in relation Consolidated Total Debt to the BorrowerCapitalization Ratio of equal to or less than sixty percent (60%).

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Banks to issue any 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 9.211.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees fees, expenses for which invoices have been presented 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 Syndication Agent and their Affiliates (including reasonable documented fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Joint Lead ArrangersArranger. (b) 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 or .pdf transmission e-mail of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of the each Borrower in the form of Exhibit 3.1(b)(iii3.1(b)(ii), attaching and certifying copies of its bylaws Organizational Documents, and of the resolutions of its boards board of directorsdirectors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the such Borrower executing the Credit DocumentsLoan Documents to which it is a party; (iviii) certified copies of the articles or certificate of incorporation incorporation, certificate of the organization or limited partnership, or other registered Organizational Documents of each Borrower, together with certificates of good standing or existenceexistence or the equivalent thereof, as may be available from the Secretary of State of the jurisdictions jurisdiction of organization (or other equivalent Governmental Authority) of the such Borrower; (viv) a favorable customary written opinion opinions of inside or outside counsel to the BorrowerBorrowers, addressed to the Administrative Agent Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the BorrowerBorrowers, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viv) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(v), dated the Closing Date and signed by a Financial Responsible Officer, certifying that after giving effect to the funding of any initial Loans, (Ax) no Default or Event of Default exists, (By) all representations and warranties of the each Borrower set forth in the Credit Loan Documents are true and correct in all material respects and (Cz) since September 30, 2020the date of the financial statements of the Borrowers described in Section 4.4, there shall have been no material adverse change in the business, condition which has had or would reasonably be expected to have a Material Adverse Effect; (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects vi) a duly executed Notice of the Borrower and its subsidiaries taken as a wholeBorrowing; (vii) 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) [Reserved.]certified copies of all consents, approvals, authorizations, registrations, filings and orders, and evidence of the payment of any filing fees or other similar expenses, in each case required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Borrower or any Lender, 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 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 Commitments shall be ongoing, or a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that no such consents, approvals, authorizations, registrations, filings, orders or fee payments are required; (ix) copies of (A) a duly executed payoff letter, in form and substance satisfactory to the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31Administrative Agent, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied executed by the Borrower’s filings with administrative agent under the Securities and Exchange Commission prior to the date hereof)Existing Credit Agreement; and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to about the Borrower that the Administrative Agent reasonably believes is Borrowers required by regulatory authorities the Lenders under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below). (d) At least five (5) days Act. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, or accepted or been 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, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the BorrowerDate specifying its objection thereto.

Conditions to Effectiveness. The obligations obligation of the Lenders Lender to make Loans and/or issue 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 9.210.2). (a) The Administrative Agent and the Joint Lead Arrangers Lender 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 AgentLender) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Loan Document and under any agreement with the Administrative Agent or the Joint Lead ArrangersLender. (b) The Administrative Agent Lender (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy or .pdf transmission of an executed a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing a duly executed Revolving Credit Agreements Note payable to the Administrative Agent three Business Days prior to the Closing Date, Lender; (Biii) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest a duly executed Subsidiary Guarantee Agreement and fees), or will be repaid substantially concurrently with the closing of this Agreement, Indemnity and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Contribution Agreement; (iiiiv) a certificate of the Secretary or Assistant Secretary of the Borrower each Loan Party in the form of Exhibit 3.1(b)(iii3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Credit Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower such Loan Party executing the Credit DocumentsLoan Documents to which it is a party; (ivv) certified copies of the articles or certificate of incorporation or other charter documents of the Borrowereach Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdictions jurisdiction of organization incorporation of the Borrowersuch Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vvi) a favorable written opinion of inside or outside counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the BorrowerLoan Parties, the Credit Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Lender shall reasonably request; (vivii) a certificate in the form of Exhibit 3.1(b)(vi3.1(b)(vii), dated the Closing Date and signed by a Financial Responsible Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of confirming compliance with the Borrower conditions set forth in the Credit Documents are true and correct in all material respects paragraphs (a), (b) and (Cc) since September 30of Section 3.2; (viii) duly executed Notice of Revolving Borrowing, 2020Letter of Credit Notices and Letter of Credit Documents, there if applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings, if any, required to be made or obtained by each Loan Party in connection with the Loans; and (xi) all other documents deemed reasonably necessary by the Lender. (c) Upon the effectiveness of this Agreement, the Lender shall have been no material adverse change make an advance under the Revolving Loan in the businessprincipal amount of $__________, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects the proceeds of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit of the Borrower and its subsidiaries taken as a whole; (viiSubsidiaries, and the Letters of Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) if a Borrowing will be made hereto shall automatically, without further action on the Closing Datepart of Borrower, a duly executed Notice be deemed to constitute outstanding letters of Borrowing credit issued and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that outstanding under this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower 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)Agreement. (d) At least five (5) days prior Nothing has come to the Closing Date, to attention of the extent Lender regarding (i) pending or threatened litigation involving the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, or any Subsidiary or (ii) compliance by the Borrower shall deliver and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a Beneficial Ownership Certification in relation to the BorrowerMaterial Adverse Effect.