Common use of Condition to Effectiveness Clause in Contracts

Condition to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent: 7.1. The Purchaser shall have received (i) a fully executed copy of this Amendment, (ii) a fully executed First Amendment Warrant, (iii) a fully executed amended and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the Purchaser. 7.2. The Purchaser shall have received a certificate of a duly authorized officer of each Company, certifying (i) that, the attached copies of all of the organization documents of each Company are true and complete, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on the First Amendment Date after giving effect to the First Amendment Transactions, (i) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies in the Transaction Documents remain true, correct and complete as of the date hereof (and with respect to any representations and warranties that relate to an earlier date, such representations and warranties shall be deemed to be amended to relate to the First Amendment Date); and (iv) each Company has complied with all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Company, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental Authority. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will be repaid in full with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt in the form of a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due and payable under the Subordinated Loan Documents. 7.8. The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, a pro forma balance sheet of the Companies as of November 30, 2014, after giving effect to the First Amendment Transactions. 7.9. Since November 13, 2014, no Material Adverse Effect shall have occurred with respect to the Companies. 7.10. On the First Amendment Date, the Purchaser’s purchase of the First Amendment Warrant shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale of the First Amendment Warrant shall have complied with all applicable requirements of federal and state securities laws, and the Purchaser shall have received evidence of such compliance in form and substance satisfactory to the Purchaser. 7.11. The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement. 7.12. The Purchaser shall have received such other documents as the Purchaser shall have reasonably requested in connection with this Amendment and the other transactions contemplated hereby, all of which shall be in form and substance reasonably satisfactory to the Purchaser.

Condition to Effectiveness. The effectiveness of this Amendment This Agreement shall be subject to become effective on the satisfaction of date (the “Effective Date”) the following conditions precedentare satisfied: 7.1. The Purchaser (a) the Administrative Agent shall have received executed counterparts (iin such number as may be requested by the Administrative Agent) a fully executed copy of this AmendmentAgreement from the Borrower, the Parent, the Administrative Agent, AEG and the Majority Lenders; (iib) a fully executed First Amendment Warrant, (iii) a fully executed amended and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the Purchaser. 7.2. The Purchaser Administrative Agent shall have received a certificate of a duly an authorized officer of each Company, certifying (i) that, the attached copies of all Loan Party dated as of the organization documents of each Company are Effective Date certifying to the effect that attached thereto is a true and complete, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution execution, delivery and delivery performance of the Amendment and the other Transaction Documents by such Company is true and completethis Agreement, and that such resolutions have not been modified, rescinded or amended, such resolutions are in full force and effect, were duly adopted, have not been amended, modified effect and there are no plans to modify rescind or revoked, and constitute all resolutions adopted with respect to this credit facility; and amend such resolutions; (iiic) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser Administrative Agent shall have received certificates of insurance evidencing that each Existing Company is covered under all reasonable and documented out-of-pocket costs and expenses due to the insurance policies maintained by Administrative Agent and the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form Lenders and substance satisfactory required to it, from a duly authorized officer of each Company certifying that, be paid on the First Amendment Effective Date after giving effect (including, to the First Amendment Transactions, (i) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies in the Transaction Documents remain true, correct and complete as of the date hereof (and with respect to any representations and warranties that relate to an earlier date, such representations and warranties shall be deemed to be amended to relate extent invoiced prior to the First Amendment Effective Date, the reasonable and documented fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to the Administrative Agent); and (iv) each Company has complied with all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigationprovided, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Companyhowever, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental Authority. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will Administrative Agent shall not be repaid in full entitled to receive fees, costs and expenses, together with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt in the form of a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due paid to the Administrative Agent and payable under its counsel of the Subordinated Loan Second Lien Documents. 7.8. The Purchaser shall have received, in form and substance reasonably satisfactory to an aggregate amount in excess of $225,000; (d) the Purchaser, a pro forma balance sheet of the Companies as of November 30, 2014, after giving effect to the First Amendment Transactions. 7.9. Since November 13, 2014, no Material Adverse Effect shall have occurred with respect to the Companies. 7.10. On the First Amendment Date, the Purchaser’s purchase of the First Amendment Warrant shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale of the First Amendment Warrant shall have complied with all applicable requirements of federal and state securities laws, and the Purchaser Administrative Agent shall have received evidence duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Commitment dated as of such compliance in form and substance satisfactory to the Purchaser.Effective Date; 7.11. The Purchaser (e) the Administrative Agent shall have received all fees prepayment of the Indebtedness owing under the Credit Agreement, consisting of a prepayment of the principal of the Loans in an aggregate amount equal to $4,250,000 and other amounts due the accrued interest owing thereunder in an aggregate amount equal to $500,822.22; provided, however, if the aggregate amount of fees, costs and payable expenses of the Administrative Agent and its legal counsel paid pursuant to clause (c) above, together with fees, costs and expenses paid to the Purchaser Administrative Agent and its counsel in connection with this Amendmentof the Second Lien Documents, and does not exceed $225,000, then the amount equal to the extent invoiceddifference between $225,000 and the aggregate amount of such fees, reimbursement or payment of all out-of-pocket costs and expenses required shall be applied to be reimbursed or paid by prepay the Companies under Loans; and (i) the Note Purchase Agreement. 7.12. The Purchaser Administrative Agent shall have received such a fully executed copy of the Second Lien Credit Agreement, together with executed copies of the material Loan Documents (as defined in the Second Lien Credit Agreement) delivered in connection therewith, and (ii) the conditions to effectiveness set forth therein (other documents as than the Purchaser satisfaction of the condition set forth in this clause (e)(ii)) shall have reasonably requested been satisfied (or otherwise waived by the Lenders in connection accordance with this Amendment and the other transactions contemplated hereby, all of which shall be in form and substance reasonably satisfactory to the Purchaserterms thereof).

Condition to Effectiveness. The effectiveness Transactions shall become effective (the “Effective Date”) only upon receipt by the Administrative Agent of each of the following: A. a counterpart signature page of this Amendment shall be subject Agreement duly executed by the Borrowers, the Administrative Agent, each of the Lenders and each Subsidiary party to the satisfaction of Security Agreement, the following conditions precedent:Guaranty Agreement and/or the Pledge Agreement; 7.1. The Purchaser shall have received (i) a fully executed copy of this Amendment, (ii) a fully executed First Amendment Warrant, (iii) a fully executed amended and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the Purchaser. 7.2. The Purchaser shall have received B. a certificate of a duly authorized officer the Secretary or Assistant Secretary of each Company, certifying (i) that, the attached copies of all of the organization documents of each Company are true and complete, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on the First Amendment Date after giving effect to the First Amendment Transactions, (i) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies in the Transaction Documents remain true, correct and complete as of the date hereof (and with respect to any representations and warranties that relate to an earlier date, such representations and warranties shall be deemed to be amended to relate to the First Amendment Date); and (iv) each Company has complied with all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Company, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental Authority. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will be repaid in full with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt Party substantially in the form of Exhibit 4.1(b)(vi) to the Credit Agreement (with changes appropriate to reflect the Transactions); C. a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due and payable under the Subordinated Loan Documents. 7.8. The Purchaser shall have receivedcertificate, in form and substance reasonably satisfactory to the PurchaserAdministrative Agent, signed by a pro forma balance sheet Responsible Officer of each of the Companies as Borrowers, certifying that, at the time of November 30, 2014, and immediately after giving effect to the First Amendment Transactions. 7.9. Since November 13, 2014(i) no Default or Event of Default shall exist, (ii) all representations and warranties of each Loan Party set forth in this Agreement and each other Loan Document are true and correct in all material respects (except (x) where such representations and warranties are qualified by materiality, in which such case such representations and warranties shall be true and correct without qualification and (y) to the extent such representation or warranty expressly relates to an earlier date (in which event such representation and warranty shall be true and correct in all material respects as of such earlier date)), and (iii) since December 31, 2013, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect Effect; it being agreed, for the avoidance of doubt, that only receipt by the Administrative Agent of, and not the accuracy of the certifications within, such certificate shall have occurred with respect be a condition to the Companies. 7.10. On the First Amendment Date, the Purchaser’s purchase effectiveness of the First Amendment Warrant Transactions; D. a favorable written opinion addressed to the Administrative Agent and each other Lender of Sidley Austin LLP, as special counsel to the Loan Parties, regarding the Transactions, as the Administrative Agent or the Lenders shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale reasonably request; E. a certificate of the First Amendment Warrant shall have complied with all applicable requirements chief financial officer of federal and state securities lawsFortegra, and the Purchaser shall have received evidence of such compliance similar in form and substance satisfactory to the Purchaser. 7.11. The Purchaser shall have received all fees and other amounts due and payable certificate delivered on the Closing Date, stating that after giving effect to the Purchaser Transactions, each Loan Party and its counsel each Material Subsidiary thereof is Solvent; and F. in connection with this Amendmentimmediately available funds for the account of each Lender, and a fee equal to the extent invoiced, reimbursement or payment sum of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement. 7.12. The Purchaser shall have received (i) 0.15% of such other documents as the Purchaser shall have reasonably requested in connection with this Amendment and the other transactions contemplated hereby, all of which shall be in form and substance reasonably satisfactory Lender’s Revolving Commitment immediately prior to the PurchaserEffective Date and (ii) 0.25% of the amount of the increase in such Lender’s Revolving Commitment on the Effective Date.

Condition to Effectiveness. The effectiveness of this Amendment shall be is subject solely to the satisfaction of the following conditions precedent:(the time at which all such conditions are so satisfied is referred to herein as the “Seventh Amendment Effective Time” and, the date upon which the Seventh Amendment Effective Time occurs, the “Effective Date”; provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 5(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 5 (other than Section 5(b) below) has been satisfied): 7.1. a. The Purchaser Administrative Agent shall have received (i) a fully executed copy counterparts of this AmendmentAmendment duly executed by Holdings, (ii) a fully executed First Amendment Warrantthe Borrower, (iii) a fully executed amended each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the PurchaserNovember 2021 Incremental Revolving Lender. 7.2. b. The Purchaser Administrative Agent shall have received a certificate of executed by a duly authorized officer of each Company, certifying (i) that, the attached copies of all Responsible Officer of the organization documents of each Company are true and completeBorrower, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on as of the First Amendment Date Effective Date, immediately after giving effect to the First Amendment TransactionsRevolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments contemplated hereby, (ix) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies Loan Parties set forth in this Amendment, in Article 5 of the Transaction Credit Agreement and in all other Loan Documents remain true, are true and correct in all material respects on and complete as of the date hereof (and with respect to any Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties shall be deemed to be amended to relate to the First Amendment Date); are true and (iv) each Company has complied with correct in all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Company, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental Authority. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will be repaid in full with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt in the form of a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due and payable under the Subordinated Loan Documents. 7.8. The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, a pro forma balance sheet of the Companies respects as of November 30, 2014, such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the First Amendment TransactionsRevolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments contemplated hereby. 7.9. Since November 13, 2014, no Material Adverse Effect c. Holdings and the Borrower shall have occurred with respect paid on or prior to the Companies. 7.10. On Effective Date to the First Amendment Date, the Purchaser’s purchase of the First Amendment Warrant shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale of the First Amendment Warrant shall have complied with all applicable requirements of federal and state securities laws, Administrative Agent and the Purchaser shall have received evidence of such compliance in form and substance satisfactory to the Purchaser. 7.11. The Purchaser shall have received November 2021 Incremental Revolving Lenders, as applicable, all fees and other amounts due and expenses payable to the Purchaser and its counsel them in connection with this Amendment, and in each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required invoiced at least two Business Days prior to be reimbursed or paid the Effective Date (except as otherwise reasonably agreed by the Companies under the Note Purchase AgreementBorrower). 7.12. d. The Purchaser Administrative Agent shall have received such other documents as received, on behalf of itself, the Purchaser shall have reasonably requested in connection Collateral Agent and the November 2021 Incremental Revolving Lenders, an opinion of Ropes & G▇▇▇ LLP, counsel for the Loan Parties, with respect to this Amendment and dated on the other transactions contemplated herebyEffective Date and addressed to the Administrative Agent, all of which shall be the Collateral Agent and the November 2021 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance reasonably satisfactory consistent with the corresponding opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the Purchasergood standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the November 2021 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 5(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received Notes executed by the Borrower in favor of each November 2021 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. g. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the November 2021 Incremental Revolving Commitments and any Revolving Loans made pursuant to the November 2021 Incremental Revolving Commitments as of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date.

Condition to Effectiveness. The effectiveness This Agreement shall become effective as of this Amendment shall be subject to the satisfaction Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentwhich may occur prior to or concurrently with the closing of this Agreement: 7.1. The Purchaser (a) the Administrative Agent shall have received received: (i1) (A) this Agreement duly executed by the Borrower, the Administrative Agent, the New Lender, and the Lenders and (B) if requested by the New Lender or a fully executed copy of this AmendmentLender, (ii) a fully executed First Amendment Warrant, (iii) a fully executed Revolving Note or an amended and restated Note and (iv) all other Transaction DocumentsRevolving Note, agreementsas applicable, documents, instruments and other items duly executed by an authorized officer of the Borrower reflecting the New Lender’s or such Lender’s Revolving Commitment as set forth on Schedule 1.1(a) attached hereto; (2) a certificate of a Responsible Officer of the closing checklist attached hereto as Exhibit CBorrower certifying that (A) no Material Adverse Effect has occurred since December 31, 2018 and (B) both before and after giving effect to this Agreement (x) the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the text thereof, in which case, such representations and warranties are true and correct in all respects) on and as of the date hereof, except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it is true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the text thereof, in which case, such representations and warranties are true and correct in all respects) on and as of such earlier date, except that the representations and warranties contained in Section 4.6 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsection (b) of Section 5.6 of the Credit Agreement and (y) no Default has occurred and is continuing on and as of the date hereof; (3) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the Effective Date certifying that attached thereto are (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments and modifications thereto, (B) resolutions of the Board of Directors or other governing body of the Borrower with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower authorized to sign the Credit Documents to which the Borrower is a party (including Notices of Borrowing and requests for Letters of Credit); (4) a certificate of good standing and existence for the Borrower certified by the appropriate governmental officer in its jurisdiction of formation; (5) a favorable opinion of each case of (A) ▇▇▇▇▇ Lord LLP, counsel to the Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, general counsel of the Borrower, each dated as of the Effective Date and in form and substance reasonably satisfactory to the Purchaser.Administrative Agent; and 7.2. The Purchaser (6) a Departing Lender Agreement duly executed and delivered by each Departing Lender; (b) the Administrative Agent, each Lender, and the New Lender shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, that has been requested not less than five (5) Business Days prior to the Effective Date; (c) the Borrower, to the extent it qualifies as a certificate of “legal entity customer” under 31 CFR § 1010.230, shall have delivered to the Administrative Agent, any Lender, and the New Lender requesting the same not less than five (5) Business Days prior to the Effective Date, a duly authorized officer of each Companycertification regarding beneficial ownership as required by 31 CFR § 1010.230 in relation to the Borrower, certifying at least three (3) Business Days prior to the Effective Date; (d) the Borrower shall have paid (i) that, the attached copies of all reasonable fees and expenses of the organization documents of each Company are true Administrative Agent’s outside counsel pursuant to all invoices presented for payment at least one Business Day prior to the Effective Date and complete, and in full force and effect, without amendments except as shown; (ii) thatthe fees as agreed to by the Borrower pursuant to (A) that certain fee letter dated as of October 7, 2019, among the Administrative Agent, ▇▇▇▇▇ Fargo Securities, LLC, and the Borrower, (B) that certain fee letter dated as of October 7, 2019, among DNB Capital LLC, DNB Markets, Inc., and the Borrower, and (C) that certain fee letter dated as of October 7, 2019, among Citigroup Global Markets Inc., UniCredit Bank AG, New York Branch, Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ), JPMorgan Chase Bank, N.A., ABN AMRO Capital USA LLC, The Bank of Nova Scotia, Barclays Bank PLC, HSBC Bank USA, National Association, Standard Chartered Bank, and the Borrower; and (e) each Departing Lender shall have received an amount equal to all outstanding Advances and other Obligations owing to it under the Credit Agreement, which, as of the date hereof, is equal to (i) $10,416.67, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facilityEDC; and (iiiii) that$1,388.89, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on the First Amendment Date after giving effect to the First Amendment Transactions, (i) each Company is Solvent; (ii) no Default or Event of Default existsLloyds; (iii) the representations and warranties made by the Companies $6,944.44, in the Transaction Documents remain truecase of Danske Bank; (iv) $6,944.44, correct and complete as in the case of the date hereof (and with respect to any representations and warranties that relate to an earlier date, such representations and warranties shall be deemed to be amended to relate to the First Amendment Date)Svenska HAB; and (ivv) each Company has complied with all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Company, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which$1,736.12, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order case of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental AuthoritySabadell. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will be repaid in full with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt in the form of a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due and payable under the Subordinated Loan Documents. 7.8. The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, a pro forma balance sheet of the Companies as of November 30, 2014, after giving effect to the First Amendment Transactions. 7.9. Since November 13, 2014, no Material Adverse Effect shall have occurred with respect to the Companies. 7.10. On the First Amendment Date, the Purchaser’s purchase of the First Amendment Warrant shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale of the First Amendment Warrant shall have complied with all applicable requirements of federal and state securities laws, and the Purchaser shall have received evidence of such compliance in form and substance satisfactory to the Purchaser. 7.11. The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement. 7.12. The Purchaser shall have received such other documents as the Purchaser shall have reasonably requested in connection with this Amendment and the other transactions contemplated hereby, all of which shall be in form and substance reasonably satisfactory to the Purchaser.

Condition to Effectiveness. The effectiveness of this Amendment shall be is subject solely to the satisfaction of the following conditions precedent:(the time at which all such conditions are so satisfied is referred to herein as the “Ninth Amendment Effective Time” and, the date upon which the Ninth Amendment Effective Time occurs, the “Effective Date” (provided that, the Effective Date shall be deemed to be the date that the certificate set forth in Section 6(b) below is delivered to the Administrative Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 6 (other than Section 6(b) below) has been satisfied)): 7.1. a. The Purchaser Administrative Agent shall have received (i) a fully executed copy counterparts of this AmendmentAmendment duly executed by Holdings, (ii) a fully executed First Amendment Warrantthe Borrower, (iii) a fully executed amended each Subsidiary Guarantor, the Administrative Agent, the Collateral Agent, each Issuing Bank and restated Note and (iv) all other Transaction Documents, agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, in each case in form and substance reasonably satisfactory to the Purchaser2023 Incremental Revolving Lender. 7.2. b. The Purchaser Administrative Agent shall have received a certificate of executed by a duly authorized officer of each Company, certifying (i) that, the attached copies of all Responsible Officer of the organization documents of each Company are true and completeBorrower, and in full force and effect, without amendments except as shown; (ii) that, in the case of each Company, an attached copy of resolutions authorizing the execution and delivery of the Amendment and the other Transaction Documents by such Company is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that, in the case of each Company, the title, name and signature of each Person authorized to sign the Transaction Documents on behalf of such Company. 7.3. The Purchaser shall have received certificates of insurance evidencing that each Existing Company is covered under the insurance policies maintained by the Existing Companies, all in compliance with the Transaction Documents. 7.4. The Purchaser shall have received certificates, in form and substance satisfactory to it, from a duly authorized officer of each Company certifying that, on as of the First Amendment Date Effective Date, immediately after giving effect to the First Amendment TransactionsRevolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments contemplated hereby, (ix) each Company is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties made by the Companies Loan Parties set forth in this Amendment, in Article 5 of the Transaction Credit Agreement and in all other Loan Documents remain true, are true and correct in all material respects on and complete as of the date hereof (and with respect to any Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties shall be deemed to be amended to relate to the First Amendment Date); are true and (iv) each Company has complied with correct in all agreements and conditions to be satisfied by it under the Transaction Documents. 7.5. No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against any Company, any of the Companies’ Subsidiaries or against any officers or directors of any Company (A) in connection with any of the Transaction Documents or any of the transactions contemplated thereby and which, in the Purchaser’s sole and absolute discretion, is deemed material or (B) which could have a Material Adverse Effect; and no injunction, writ, restraining order or other order of any nature materially adverse to any Company or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any Governmental Authority. 7.6. The Purchaser shall have received evidence satisfactory to it that the Existing Revolving Debt has been repaid in full or will be repaid in full with the proceeds of the New Revolver Financing on the First Amendment Date and all notes, financing statements and Liens associated therewith have been released or otherwise terminated. (i) The Companies shall have entered into the Senior Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser, (ii) the Companies shall have entered into the Subordinated Loan Documents, in each case in form and substance reasonably satisfactory to the Purchaser, and shall have delivered copies of all such documents to the Purchaser and (iii) the Companies shall have received evidence of the funding of the Subordinated Debt in the form of a Fed. Reference No. on the First Amendment Date of $5,000,000 less fees, costs and expenses due and payable under the Subordinated Loan Documents. 7.8. The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, a pro forma balance sheet of the Companies respects as of November 30, 2014, such earlier date (provided that any such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates) and (y) no Event of Default exists or would result from the First Amendment TransactionsRevolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments contemplated hereby. 7.9. Since November 13, 2014, no Material Adverse Effect c. Holdings and the Borrower shall have occurred with respect paid on or prior to the Companies. 7.10. On Effective Date to the First Amendment Date, the Purchaser’s purchase of the First Amendment Warrant shall not be prohibited by any applicable law or governmental regulation and shall not subject it to any penalty or, in the Purchaser’s reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. The offering, issuance, and sale of the First Amendment Warrant shall have complied with all applicable requirements of federal and state securities laws, Administrative Agent and the Purchaser shall have received evidence of such compliance in form and substance satisfactory to the Purchaser. 7.11. The Purchaser shall have received 2023 Incremental Revolving Lenders, as applicable, all fees and other amounts due and expenses payable to the Purchaser and its counsel them in connection with this Amendment, and in each case, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required invoiced at least two Business Days prior to be reimbursed or paid the Effective Date (except as otherwise reasonably agreed by the Companies under the Note Purchase AgreementBorrower). 7.12. d. The Purchaser Administrative Agent shall have received such received, on behalf of itself, the Collateral Agent and the 2023 Incremental Revolving Lenders, an opinion of (i) Ropes & Gray LLP, counsel for the Loan Parties, and (ii) each local counsel for the Loan Parties listed on Schedule 4.02(d) to this Amendment (or other documents as local counsel reasonably acceptable to the Purchaser shall have reasonably requested Administrative Agent), in connection each case, with respect to this Amendment and dated on the other transactions contemplated herebyEffective Date and addressed to the Administrative Agent, all of which shall be the Collateral Agent and the 2023 Incremental Revolving Lenders and in customary form and substance (it being understood that, without limitation, any such opinion in form and substance reasonably satisfactory consistent with the corresponding opinion provided in connection with the Eighth Amendment shall be deemed to be in customary form and substance). e. The Administrative Agent shall have received (x) a certificate as to the Purchasergood standing of each Loan Party as of a recent date, (y) a certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the 2023 Incremental Revolving Commitments and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above, in each case under this Section 6(e), unless otherwise agreed by the Administrative Agent. f. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated as of the Effective Date and giving effect to the 2023 Incremental Revolving Commitments and any Revolving Loans made pursuant to the 2023 Incremental Revolving Commitments as of the Effective Date. g. The Administrative Agent shall have received Notes executed by the Borrower in favor of each 2023 Incremental Revolving Lender that has requested a Note at least three Business Days in advance of the Effective Date. h. The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing at least three days prior to the Effective Date. i. The Borrower shall have paid to each 2023 Incremental Revolving Lender in respect of its 2023 Incremental Revolving Commitment, a fee in an amount equal to 0.50% of the amount of such 2023 Incremental Revolving Lender’s 2023 Incremental Revolving Commitment.