Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Incremental Dollar Revolving Credit Lenders to provide the Incremental Dollar Revolving Credit Commitments and of the Tranche E Refinancing Term Lenders to make the Tranche E Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following:“Second 2015 Effective Date”): (a) the Agent shall have received counterparts of this AgreementAgreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Incremental Dollar Revolving Credit Lenders and (iv) the Tranche E Refinancing Term Lenders; (b) a certificate at the time of and immediately after giving effect to the Incremental Dollar Revolving Credit Commitments and the making of the Secretary Tranche E Refinancing Term Loans and the application of Borrower with respect the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to incumbency be “Second 2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to refer to the 2015 Additional Transactions, and resolutions authorizing the execution and delivery parenthetical in Section 3.13(a) of this Agreementthe Credit Agreement shall be disregarded; (c) UCC National Form Financing Statementthe Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Second 2015 Effective Date after giving effect to the 2015 Additional Transactions, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (d) the Agent shall have received a payoff letter certificate dated as of the Second 2015 Effective Date and executed by a Financial Officer of the Borrower with respect to Borrower’s Indebtedness to East West Bankthe conditions set forth in paragraphs (b) and (c) above; (e) [reserved]the Agent shall have received a notice of borrowing in accordance with Section 2.03 and 2.26(a) of the Credit Agreement; (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the 2015 Effective Date; (g) [reserved];the Agent shall have received, at least three Business Day prior to the Second 2015 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any Incremental Dollar Revolving Credit Lender or any Tranche E Refinancing Term Lender at least five Business Days prior to the Second 2015 Effective Date; and (h) [reserved]; (i) payment the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the fees Incremental Dollar Revolving Credit Commitments and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information Tranche E Refinancing Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Second 2015 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Second 2015 Effective Date; (ii) year-to date financial statements as . The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Second 2015 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness amendments set forth in clause 2 hereof shall become effective immediately upon the date (the “Effective Date”) when each of the Loan Documents is subject to the condition precedent that Bank following conditions shall first have received, in form and substance reasonably satisfactory to Bank, the followingbeen satisfied: (a) Each of the parties hereto (which shall include the Required Lenders and each Electing Term Lender as provided in clause (b) of this AgreementSection 4) shall have executed and delivered this Amendment; (b) a certificate All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become Term B-4 Lenders and holders of Term B-4 Loans subject to all of the Secretary rights, obligations and conditions thereto under the Credit Agreement, as amended hereto, by executing the appropriate signature page in accordance with clause 5 hereof and delivering to the Administrative Agent such signature page (the “Term B-4 Loan Notice”) stating the amount of Borrower either (i) their Base Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Eurocurrency Rate Loan, as applicable immediately prior to the effectiveness of the Credit Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4 Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4 Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set forth on such Electing Term Lender’s signature page to this Amendment as of the Consent Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent Deadline, with rounding adjustments with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;amount to be allocated to each such Electing Term Lender as the Administrative Agent may determine in its discretion. (c) UCC National Form Financing Statement;Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have received, if requested by it, one or more replacement Notes payable to the order of such Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to the Borrower any Note held by it prior to the Effective Date. (d) a payoff letter The Borrower shall have paid all reasonable fees and out-of-pocket expenses (including the reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) incurred by the Administrative Agent, Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC and Banc of America Securities LLC in connection with respect the preparation, negotiation and execution of this Amendment or otherwise required to Borrower’s Indebtedness be paid in connection with this Amendment, to East West Bank;the extent invoiced at least one Business Day prior to the date hereof. (e) [reserved];The Administrative Agent shall have received such opinions as may reasonably be requested by it, including an opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties, each dated as of the Effective Date and reasonably satisfactory to the Administrative Agent. (f) [reserved]The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; (g) [reserved];The Administrative Agent shall have received from the Borrower a consent fee payable in Dollars for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.05% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered. (h) [reserved]; (i) payment The Administrative Agent shall have received a certificate of a Responsible Officer of the fees and Bank Expenses then due specified Borrower, certifying the conditions precedent set forth in Section 2.5(aSections 4.02(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 Credit Agreement shall be true and correct in all material respects have been satisfied on and as of Closing the Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on and as of the Loan Documents is subject first date (the "Effective Date") on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks and the following additional conditions precedent shall have been satisfied, except that Section 2.04(a) shall become effective as of the first date on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks: (a) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (b) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied in all material respects with (i) the structure of the Plan of Reorganization and the other aspects of the Transaction (excluding the terms of the settlement contemplated thereby and the amount of the Settlement Payments to the extent, in each case, such terms and amount are not materially different from those set forth in the March 2004 10-Q) and all related tax, legal and accounting matters, (ii) the capitalization, corporate or organizational, and legal structure and equity ownership of the Borrower and its material Subsidiaries (including, without limitation, the charters and bylaws of each of the Borrower and its material Subsidiaries and each agreement or instrument relating thereto) after giving effect to the Transaction and (iii) the projected financial condition precedent of the Borrower and its subsidiaries on a consolidated basis following the consummation of the Plan of Reorganization. (c) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied that Bank there has been no material adverse change since June 10, 2004 (which shall not be deemed to refer to the contemplated restructurings disclosed to the Co-Lead Arrangers on or prior to such date) in either (i) the corporate and legal structure and capitalization of the Borrower and its material Subsidiaries, including, without limitation, the charters and bylaws of each of the Borrower and each of its material Subsidiaries and each agreement or instrument relating thereto or (ii) the projected financial condition of the Borrower and its Subsidiaries on a consolidated basis following the Order Entry. (d) The Agent shall have receivedreceived on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank, the following: (ai) this The Notes to the order of the Banks to the extent requested by any Bank pursuant to Section 2.18. (ii) An amended and restated share pledge agreement in substantially the form of Exhibit F hereto (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 5.01(i), in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and HESI in favor of the Collateral Agent, together with (to the extent not heretofore provided): (A) to the extent such Pledged Equity is certificated, certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank; (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement; (bC) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; and (D) except for the filing of financing statements to occur after the Effective Date and except as otherwise permitted by the Loan Documents, evidence that all other action that the Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (iii) An amended and restated subsidiary guaranty in substantially the form of Exhibit G hereto (together with each other subsidiary guaranty and subsidiary agreement supplement delivered by a Subsidiary Guarantor pursuant to Section 5.01(i), in each case as amended, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor in favor of the Agent, the Banks, the Three-Year Agent, the Three-Year Banks, the LC Agent and the XX Xxxxx. (iv) An amended and restated collateral trust agreement in substantially the form of Exhibit H hereto (together with each other collateral trust agreement supplement delivered by a Loan Party pursuant to Section 5.01(i), in each case as amended, the "Collateral Trust Agreement"), duly executed by the Borrower, HESI and the Collateral Agent. (v) Certified copies of the resolutions of the Board of Directors, members or partners of each Loan Party approving each Loan Document to which such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to each Loan Document to which such Loan Party is or is to be a party. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or is to be a party and the other documents to be delivered by such Loan Party hereunder. (vii) A certificate of an officer of the Borrower stating the respective ratings by each of S&P and Xxxxx'x, respectively, of the senior unsecured long-term debt of the Borrower as in effect on the Effective Date. (viii) A letter addressed to the Agent from the Borrower with respect to incumbency the Senior Unsecured Credit Facility Agreement stating that (i) all the "Commitments" (as defined in the Senior Unsecured Credit Facility Agreement) of the "Banks" (as defined in the Senior Unsecured Credit Facility Agreement) have been terminated, (ii) no "Advances" (as defined in the Senior Unsecured Credit Facility Agreement) are outstanding under the Senior Unsecured Credit Facility Agreement, and resolutions authorizing (iii) all fees and other amounts known by the execution and delivery of this Agreement;Borrower to be payable under the Senior Unsecured Credit Facility Agreement have been paid in full. (cix) UCC National Form Financing Statement;A favorable opinion of Xxxxx X. Xxxxxxxxx, Assistant Secretary and Assistant General Counsel for the Borrower, in substantially the form of Exhibit C-1 hereto. (dx) a payoff letter with respect A favorable opinion of Xxxxx Xxxxx LLP, counsel for the Loan Parties, in substantially the form of Exhibit C-2 hereto. (xi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to Borrower’s Indebtedness to East West Bank;the Agent. (e) [reserved];There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect other than the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of the Borrower's or any Subsidiary Guarantor's obligations or the rights and remedies of the Banks relating to the Agreement and the other Loan Documents, and except as set forth in Schedule 4.01(f) to this Agreement, there shall have been no material adverse change in the status, or financial effect on the Borrower and its subsidiaries on a consolidated basis, of the Disclosed Litigation from that described to the Agent on or prior to June 10, 2004. (f) [reserved];There shall have occurred no material adverse change (which term shall not be deemed to refer to the commencement of the Chapter 11 Cases) in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its subsidiaries, on a consolidated basis, since December 31, 2003, except as disclosed in the March 2004 10-Q, except as disclosed to the Agent, the Co-Lead Arrangers and the Banks on the Banks' conference calls on June 15, 2004 and June 29, 2004 and except for the accounting charges taken and to be taken by the Borrower directly in connection with the Settlement Payments and except as set forth in Schedule 4.01(f) to this Agreement, and the Agent shall have received a certificate signed by a Responsible Officer of the Borrower stating that the condition in this Section 3.01(f) has been satisfied as of the Effective Date. (g) [reserved];Each of the Agent and the Co-Lead Arrangers shall be satisfied that the Borrower and its subsidiaries are not subject to material contractual or other restrictions that would be violated by the Transaction, including the incurrence of indebtedness under this Agreement, the granting of guarantees and collateral and the payment of dividends by subsidiaries. (h) [reserved];Except as otherwise permitted by the Loan Documents, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Agent and the Co-Lead Arrangers) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent and the Co-Lead Arrangers that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (i) payment On the Effective Date, the following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the fees Borrower, dated the Effective Date, stating that: (i) The representations and Bank Expenses then due specified warranties contained in Section 2.5(a4.01 are correct on and as of the Effective Date, (ii) No event has occurred and is continuing that constitutes a Default, (iii) Any default under the Borrower's or any of its material Subsidiaries' material debt instruments that would be triggered by the filing of the Chapter 11 Cases and related transactions has been permanently waived or amended, (iv) The Borrower has disclosed to the Agent (A) all material potential cash collateral and/or reimbursement obligations under letters of credit and (bB) all material potential liabilities with respect to sureties, in each case, existing prior to the date hereof;, that might arise as a result of the filing of the Chapter 11 Cases and related transactions, and (v) To the Borrower's knowledge, the Borrower will not be required for any reason due to events or circumstances existing prior to the Effective Date to cause its consolidated financial statements for fiscal year 2001 or 2002 to be reaudited or restated after the Effective Date, except in order to reflect changes in the Borrower's segment reporting. (j) initial reporting which includes: All accrued fees and reasonable out-of-pocket expenses of the Co-Lead Arrangers (i) including the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior reasonable fees and expenses of counsel to the Closing Date; (iiCo-Lead Arrangers for which invoices have been submitted) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably requestshall have been paid. (k) a current Compliance Certificate in accordance with Section 6.3 herein The Borrower shall have paid all accrued fees and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as reasonable out-of-pocket expenses of the Closing Date; Agent (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies including reasonable fees and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor expenses of Bank; (o) landlord waiver counsel for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall which invoices have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriatebeen submitted).

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective as of the Loan Documents is subject to date hereof when, and only when each of the condition precedent that Bank shall have received, following conditions has been met or duly waived by the Administrative Agent in form and substance reasonably satisfactory to Bank, the followingwriting: (a) this Agreement; AGI and the Borrower Parties, as appropriate, shall have issued the AGI Bonds (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a2016) and entered into the AGI Bonds (b2016) hereof; (j) initial reporting Documents, which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are shall be in full force and effect, with all conditions to closing thereof satisfied or duly waived, and the proceeds thereof shall have been used to, among other things and with other transactions not prohibited by the terms of the Credit Agreement, (i) repay and terminate the AGI Credit Agreement (as such term was defined in the Credit Agreement immediately prior to the effectiveness of this Amendment) and (ii) redeem and discharge the AGI Bonds and the AGH Bonds (as such terms were defined in the Credit Agreement immediately prior to the effectiveness of this Amendment) and the corresponding Funded Debt. The Lender Group shall have received a certificate of an Authorized Signatory of Camping World so stating the foregoing, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements satisfactory to the Lender Group of each of the foregoing with such other documentation as the Lender may reasonably request (including, without limitation, evidence of pay-off), and together with a true, correct and complete copy of the AGI Bonds (2016) Documents, including all exhibits and schedules thereto, which shall be in favor of Bankform and substance satisfactory to the Lender Group; (ob) landlord waiver for 0 XxxxxxThe rights of the AGI Bonds (2016) Noteholders and AGI Bonds (2016) Trustee with respect to the Collateral shall be subordinated to the rights of the holders of the Obligations with respect to the Collateral pursuant to the Intercreditor Agreement, Suite 100 Irvinewhich shall be in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received evidence of the pay-off of and release of all Liens with respect to the AGI Credit Documents (as such term was defined in the Credit Agreement immediately prior to the effectiveness of this Amendment), CA 92618in each case to the satisfaction of the Administrative Agent; (pd) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default The Administrative Agent shall have occurred received a duly executed subordination agreement subordinating the AGI Intercompany Note (as such term is used in Section 1(a) above) in right and be continuing, or would exist after giving effect time of payment to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be Obligations and containing such other terms and conditions satisfactory to BankAdministrative Agent; and (se) such other documentsThe Administrative Agent shall have received the counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Administrative Agent, Issuing Bank, the Swing Bank and completion of such other matters, as Bank may reasonably deem necessary or appropriatethe Lenders and a duly executed acknowledgement and agreement to this Amendment by AGI.

Conditions Precedent to Effectiveness. The effectiveness Notwithstanding any other provisions of this First Amendment Agreement to the contrary, the amendments described in Sections 1 through 3 of this First Amendment Agreement (collectively, the “Document Amendments”) shall not become effective until each of the Loan Documents is subject following conditions set forth in this Section 4 has been satisfied (in each case to the condition precedent satisfaction of Aegis) or waived in writing by Aegis; provided, for the avoidance of doubt, that Bank upon becoming effective, the Document Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) Aegis shall have receivedreceived this First Amendment Agreement, duly executed and delivered by Eastside and Craft Canning; (b) Aegis shall have received the Debt Satisfaction Agreement, duly executed and delivered by Eastside, the Bigger Funds, LDI, TQLA and the SPV, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementAegis; (c) UCC National Form Financing StatementThe transactions contemplated to occur at the closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Bigger-Aegis SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) a payoff letter with respect Aegis shall have received the Bigger-Aegis-LD Intercreditor Agreement, duly executed and delivered by Eastside, Craft Canning, Aegis and the Bigger Funds, in form and substance satisfactory to Borrower’s Indebtedness to East West BankAegis; (e) [reserved]Bigger shall have received the A&R Aegis Senior Note, duly executed and delivered by Exxxxxxx; (f) [reserved]Aegis shall have received the A&R Note Guaranty, duly executed and delivered by Craft Canning; (g) [reserved]Eastside and Craft Canning shall have delivered to Aegis copies of the following, in each case certified by a duly authorized officer: (i) As to each of Eastside and Craft Canning, resolutions authorizing the execution, delivery and performance by Eastside of this First Amendment Agreement and any other documents executed by Eastside and/or Craft Canning in connection herewith (including, without limitation, the Bigger-Aegis Intercreditor Agreement); and (ii) Certificates of the appropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, as applicable, as to the existence and good standing of Eastside and Craft Canning, each dated within 30 days prior to the date hereof; (h) [reserved]; (i) payment of the fees Aegis shall have received such other instruments and Bank Expenses then due specified in Section 2.5(a) documents incidental and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior appropriate to the Closing Date; (ii) year-to date financial statements transactions provided for herein as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank Aegis or its counsel may reasonably request. (k) a current Compliance Certificate , and all such documents shall be in accordance with Section 6.3 herein form and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence substance satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateAegis.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the 2020 Refinancing Term Lenders to make the 2020 Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 7 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2020 Refinancing Term Lenders and (iv) Lenders constituting the Required Lenders (immediately prior to giving effect to the making of the 2020 Refinancing Term Loans and the consummation of the Tranche E Refinancing, the Tranche F Refinancing and the Tranche G Refinancing); (b) at the time of and immediately after giving effect to the making of the 2020 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 7 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2020 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Agent shall have received a certificate dated as of the Amendment No. 7 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to each of (i) the Tranche E Refinancing Term Loans, (ii) the Tranche F Refinancing Term Loans and (iii) the Tranche G Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Credit Agreement; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: 2020 Refinancing Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 6 Effective Date; (g) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 7 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any 2020 Refinancing Term Lender at least five Business Days prior to the Amendment No. 7 Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the 2020 Refinancing Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 7 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.Amendment No. 7

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, the conversion of the Tranche J Term Loans of the Accepting Tranche J Term Lenders pursuant to the Tranche J Term Loan Documents is Modification, the amendment and extension of the Tranche I Term Loans of the Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Modification and the obligations of the June 2024 Refinancing Term Lenders to make the June 2024 Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 16 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Accepting Tranche J Term Lenders, (iv) the Accepting Tranche I Term Lenders and (v) the June 2024 Refinancing Term Lenders; (b) at the time of and immediately after giving effect to the Tranche J Term Loan Modification and the Tranche I Term Loan Modification, the making of the June 2024 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 16 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the June 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “June 2024 Transactions”, (iii) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (iv) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023 and March 31, 2024”; (c) the Agent shall have received a certificate dated as of the Amendment No. 16 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (i) the Agent shall have received a notice of borrowing with respect to the Converted Tranche J Term Loans and the June 2024 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche J Term Loans to be prepaid on the Amendment No. 16 Effective Date in accordance with Section 2.09(b) of the Credit Agreement, including any accrued and unpaid interest thereon; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: June 2024 Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (g) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 16 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any Accepting Tranche J Term Lender, Accepting Tranche I Term Lender or June 2024 Refinancing Term Lender at least five Business Days prior to the Amendment No. 16 Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the Tranche J Term Loan Modification, the Tranche I Term Loan Modification, the June 2024 Refinancing Term Loans and credit facilities contemplated hereby or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 16 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 16 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 16 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, and the Loan Documents is obligations of the Assignee Revolving Credit Lenders to assume and purchase the Revolving Credit Commitments and Revolving Credit Exposure of the Departing Revolving Credit Lenders shall be subject to the condition satisfaction of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory (the date (which must be a Business Day) on which such conditions precedent are satisfied or waived being referred to Bank, herein as the following:“Effective Date”): (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery The Administrative Agent shall have received counterparts of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; Agreement that, when taken together, bear the signatures of (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; each Loan Party, (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; Administrative Agent, (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and each Continuing Revolving Credit Lender, (iv) such other financial information as Bank may reasonably request. each Additional Revolving Credit Lender, (kv) a current Compliance Certificate in accordance with Section 6.3 herein each Signing Departing Revolving Credit Lender and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (lvi) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of each Issuing Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default . The Administrative Agent shall have occurred and be continuingreceived counterparts of this Agreement that, or would exist when taken together, bear the signature (after giving effect to the closing assignment by the Signing Departing Revolving Credit Lenders pursuant to Section 2(a) but immediately before giving effect to the assignment by the other Departing Revolving Credit Lenders pursuant to Section 2(a)) of Revolving Credit Lenders constituting a majority in interest of the Loan Documents;U.S. Revolving Credit Lenders and a majority in interest of the European Revolving Credit Lenders. (rb) an audit Subject to the Agreed Securities Principles and, in the case of the CollateralLimited Loan Parties, the results limitations set forth in Schedule II, on the Effective Date, each of which the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings. (c) Subject to the Agreed Security Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative Agent for each Loan Party (other than, with respect to certificates of good standing, Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc. and Pactiv Germany Holdings, Inc. (the “Dissolving Loan Parties”)) that is not a Limited Loan Party. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date (including pursuant to Sections 2 and 7 hereof) and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrowers under any Loan Document. (e) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Third Restatement Date), in each case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other provisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Transactions and such other modifications that are reasonably satisfactory to Bank; and (s) such other documents, Holdings and completion of such other matters, as Bank may reasonably deem necessary or appropriatethe Administrative Agent.

Conditions Precedent to Effectiveness. The effectiveness of this Amendment, the effectiveness of the Incremental Term Loan Documents is Commitments of each Incremental Term Lender and the obligation of each Incremental Term Lender to fund its portion of the Incremental Term Loan shall be subject to the satisfaction (or waiver by the Administrative Agent, the Incremental Term Lenders and/or the Required Lenders, as applicable) of each of the following conditions precedent (the date that each such condition precedent that Bank has been satisfied being herein called the “Amendment Effective Date”): (a) The Administrative Agent shall have received: (i) duly executed counterparts of this Amendment by the Borrower, the Consenting Lenders, the Incremental Term Lenders and the Administrative Agent; (ii) an original Term Note executed by the Borrower in favor of each Incremental Term Lender requesting a Term Note; (iii) a complete and duly executed Loan Notice in accordance with the requirements of Section 2.02 of the Credit Agreement; (iv) 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 at least five (5) Business Days prior to the date hereof; (v) a ratification agreement of the other Loan Parties, in form and substance reasonably satisfactory to Bankthe Administrative Agent, duly executed by the following:other Loan Parties; (avi) this Agreementa customary opinion of counsel to the Borrower; (vii) all fees and expenses required to be paid pursuant to the terms of the engagement letter, dated as of August 7, 2015, between the Borrower and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Engagement Letter”), shall have been paid; and (viii) such other documents, instruments and certificates as the Administrative Agent or the Incremental Term Lenders shall reasonably request and such other documents, instruments and certificates shall be reasonably satisfactory in form and substance to the Administrative Agent and the Incremental Term Lenders, as applicable. (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of No Default shall have occurred and be continuing, exist immediately before or would exist immediately after giving effect to the closing making of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateIncremental Term Loan.

Conditions Precedent to Effectiveness. The effectiveness obligations of the Loan Documents Lenders to make Loans hereunder shall not become effective until the date (the "Closing Date") on which each of the following conditions is subject to the condition precedent that Bank satisfied: (a) Each Lender shall have receivedreceived the following, in form and substance reasonably satisfactory to Bank, the followingsuch Lender and its special counsel: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of this Agreement, duly executed by the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereofBorrowers; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as each of the last day following Notes: (1) a Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(1), payable to such Lender, duly executed by the most recent month ended at least 30 days prior Borrowers in the aggregate stated amount of such Lender's Non-Mortgage Commitment and in such denomination(s) as may be specified for such Lender in Schedule A; and (2) a Non-Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(2), payable to such Lender, duly executed by the Closing Date; Borrowers in the aggregate stated amount of such Lender's Mortgage Commitment and in such denomination(s) as may be specified for such Lender in Schedule A; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; an Assignment of Leases and Rents substantially in the form of Exhibit 5.1(a)(iii) (the "Assignment of Leases and Rents"), duly executed by the NYC Property Operating Subsidiaries; (iv) a Servicing Agreement between the Servicer and the Borrowers, substantially in the form of Exhibit 5.1(a)(iv) (the "Servicing Agreement"), duly executed by the Borrowers; (v) a Mortgage Agreement by the NYC Property Operating Subsidiaries, substantially in the form of Exhibit 5.1(a)(v) (the "NYC Property Mortgage"), duly executed by the NYC Property Operating Subsidiaries; (vi) each of the following Pledge Agreements (collectively, the "Pledge Agreements"): (1) a Pledge Agreement by the Parent in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(1) (the "Parent Pledge Agreement"), duly executed by the Parent; (2) a Pledge Agreement by the Green Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(2) (the "Green Pledge Agreement"), duly executed by the Green Intermediate Subsidiary; (3) a Pledge Agreement by the Triboro Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(3) (the "Triboro Pledge Agreement"), duly executed by the Triboro Intermediate Subsidiary; and (4) a Pledge Agreement by the Jamaica Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(4) (the "Jamaica Pledge Agreement"), duly executed by the Jamaica Intermediate Subsidiary; (1) a Tenant's Estoppel Certificate by the NYC Tenant in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vii)(1), with respect to each of the NYC Leases (collectively, the "NYC Tenant's Estoppel Certificates"), each duly executed by the NYC Tenant and (2) an Agreement, substantially in the form of Exhibit 5.1(a)(vii)(2), with respect to each of the NYC Leases (collectively the "NYC Side Agreements") duly executed by the NYC Tenant and the applicable NYC Property Operating Subsidiary; (viii) an ISDA Master Agreement, together with a related schedule and a related confirmation, between the Initial LIBOR Cap Counterparty and the Parent, substantially in the form of Exhibit 5.1(a)(viii) (collectively, the "Initial LIBOR Cap Agreement"), duly executed by the Initial LIBOR Cap Counterparty and the Parent, and assigned by the Parent to the LIBOR Cap SPE with the written consent of the Initial LIBOR Cap Counterparty; (ix) a LIBOR Cap Security Agreement by the LIBOR Cap SPE in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(ix) (the "LIBOR Cap Security Agreement"), duly executed by the Parent; (x) an opinion of Ruskin Moscou Faltischek, P.C., counsel to the Borrowers, dated the Closing Date and covering the matters set forth in Exhibit 5.1(a)(x) and such other financial information matters as Bank any Lender may reasonably request; (xi) an opinion of Xxx Xxxxxx LLP, special counsel to the Lenders, dated the Closing Date and covering such matters as any Lender may reasonably request; (xii) a report by the Lender Environmental Consultant with respect to each NYC Property; (xiii) such land records, Uniform Commercial Code and other lien, judgment, litigation and tax records search reports with respect to the Original Properties, the Borrowers, their predecessors and other Persons as any Lender may reasonably request; and (xiv) such certificates of officers and other representatives of each Borrower as any Lender may reasonably request. (kb) a current Compliance Certificate Uniform Commercial Code financing statements against each of the Borrowers and the LIBOR Cap SPE, covering all of the Collateral, shall have been duly filed in accordance with Section 6.3 herein the appropriate offices. (c) The Assignment of Leases and evidence that Borrower is Rents and the NYC Property Mortgage shall have been duly recorded in compliance with all covenants set forth the appropriate land records; and the Lenders shall have received an ALTA mortgagee policy of title insurance (the "Title Policy") issued by First American Title Insurance Company (or another national title insurance company acceptable to the Lenders) in Section 6.8 herein on a pro forma basis the aggregate face amount of $1,000,000, insuring the NYC Property Mortgage to be, as of the Closing Date;, a valid first-priority lien on each NYC Property Operating Subsidiary's respective fee simple interest in the NYC Properties (including any easements appurtenant thereto) subject only to the NYC Property Permitted Liens. The Title Policy shall contain such endorsements as the Lenders may reasonably require. (ld) [reserved];Separate Private Placement Numbers issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Mortgage Notes and the Non-Mortgage Notes. (me) [reserved];All fees and other amounts due and payable on the Closing Date pursuant to Section 9.2(a) shall have been paid. (nf) subject to Section 6.12 hereof, Each Lender shall have received evidence satisfactory to Bank it that the insurance policies shareholder approvals, the mergers contemplated by the Merger Agreement and endorsements required by Section 6.6 hereof are the related transactions described in full force the Proxy Statement as part of the Reorganization shall have been obtained and effect, together with appropriate consummated as described in the Proxy Statement. (g) Each Lender shall have received evidence showing lender loss payable and/or additional insured clauses or endorsements satisfactory to it that the Debt in favor of Commerce Bank;, N.A. described in Schedule 6.1(p) shall have been satisfied in full and the Liens securing such Debt shall have been released or will be released in connection with the closing hereunder. (oh) landlord waiver for 0 XxxxxxAll corporate, Suite 100 Irvinelimited liability company, CA 92618;partnership and other proceedings in connection with the Reorganization and the transactions contemplated by the Loan Documents and all documents and instruments incident to such transactions shall be satisfactory to the Lenders and their special counsel, and each Lender and such special counsel shall have received all such counterpart originals or certified or other copies of such documents as may be requested. (pi) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default The Borrowers shall have occurred delivered or caused to be delivered to the Lenders such financial, business, legal and be continuingother information regarding any Borrower, or would exist after giving effect as to the closing legality, validity, binding effect or enforceability of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may any Lender shall have reasonably deem necessary or appropriaterequested.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents this Amendment is subject to the condition precedent that Bank truth and accuracy of the warranties and representations set forth in Sections 5 and 6 below and receipt by the Administrative Agent of each of the following, each of which shall have received, be in form and substance reasonably satisfactory to Bank, the followingAdministrative Agent: (a) this AgreementThis Amendment, duly executed and delivered by the Borrower, Holdings, the Required Lenders, the Incremental Lenders and the Administrative Agent; (b) a certificate of A pro forma Compliance Certificate dated the Secretary of Borrower with respect Second Amendment Effective Date, after giving effect to incumbency and resolutions authorizing the execution and delivery of Revolving Commitment Increase contemplated by this AgreementAmendment; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment A certificate of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements Borrower dated as of the last day Second Amendment Effective Date signed by an Authorized Officer of the most recent month ended at least 30 days prior Borrower certifying that, before and after giving effect to the Closing Date; Revolving Commitment Increase and the amendments contemplated by this Amendment (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (qi) the representations and warranties contained in Article 5 shall be Section 7 of the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of Closing the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, (ii) no Default or Event of Default shall have occurred and be continuing, exists before or would exist after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the Second Amendment Effective Date; (d) For the account of each Revolving Lender that has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated as of the Second Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) A legal opinion addressed to the Administrative Agent and each of the Lenders from Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, Xxxxxxxxx Xxxxxxx, P.A. and Xxxxxxxxx Xxxxx, P.C., counsel to the Credit Parties, which opinions shall be dated the Second Amendment Effective Date and covering such matters relating to the Credit Parties, this Amendment, and the transactions contemplated hereby as the Administrative Agent or the Lenders shall reasonably request; (g) A certificate, dated as of the Second Amendment Effective Date, signed by the Secretary (or Assistant Secretary) of each Credit Party in the form of Exhibit II attached hereto (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (i) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Loan DocumentsCredit Agreement or (B) when such Credit Party became a party to the Guarantee and Collateral Agreement), (ii) the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the authorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a statement that (1) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date and (2) since December 31, 2018, there has not been any change, effect, event, occurrence, state of facts or development that has had or could reasonably be expected to have a Material Adverse Effect; (rh) an audit Certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the Collateraltransactions contemplated hereby, the results of which and such consents, approvals, authorizations, registrations, filings and orders shall be satisfactory in full force and effect and all applicable waiting periods shall have expired; (i) The payment of all fees and other amounts due and payable on or prior to Bankthe effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other agreement with the Administrative Agent or SunTrust Xxxxxxxx Xxxxxxxx, Inc.; (j) An Affidavit of Out-Of-State Execution and Delivery regarding the execution and delivery of the Notes and the other documents contemplated by this Amendment, duly executed by the Borrower and notarized; and (sk) such Such other documentsdocuments as the Administrative Agent may reasonably request. To the extent that any notice was required to be delivered or otherwise provided prior to the Second Amendment Effective Date pursuant to the terms of the Credit Agreement in connection with any of the transactions contemplated by this Amendment, including any notices required pursuant to Section 2.14 and Section 2.16, and completion such notice was not so provided, the parties hereto waive the requirement of such other matters, as Bank may reasonably deem necessary or appropriatenotice.

Conditions Precedent to Effectiveness. The effectiveness obligations of the Loan Documents is subject to parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the condition precedent that Bank date (the “First Amendment Effective Date”) when each of the following conditions shall first have received, in form and substance reasonably satisfactory to Bank, the followingbeen satisfied: (a) The Successor Agent shall have received duly executed counterparts of this AgreementAmendment that, when taken together, bear the signatures of (i) the Borrower, (ii) each Guarantor, (iii) the Required Lenders, (iv) Extended Revolving Credit Lenders providing Extended Revolving Credit Commitments in an aggregate principal amount of not less than $25,000,000, and (v) the Existing Agent; (b) a certificate The Successor Agent shall have received the executed legal opinion of Dechert LLP, counsel to the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementLoan Parties; (c) UCC National Form Financing StatementThe Successor Agent shall have received, for the account of (i) each Tranche C Term Lender that has executed and delivered a signature page approving this First Amendment, a fee in an amount equal to 0.25% of the outstanding Term Loans of such Lender as of the First Amendment Effective Date, (ii) each Existing Revolving Credit Lender who elects not to be an Extended Revolving Credit Lender but has executed and delivered a signature approving this First Amendment, a fee in an amount equal to 0.25% of such Lender’s Existing Revolving Credit Commitments and (iii) each Extended Revolving Credit Lender that has executed and delivered a signature page hereto, a fee in an amount equal to 0.25% of such Lender’s Extended Revolving Credit Commitment as of the First Amendment Effective Date; (d) a payoff letter with respect The Borrower shall have paid, free and clear of any recoupment or set-off, in immediately available funds (i) all amounts payable to Borrower’s Indebtedness the Existing Agent as Existing Agent pursuant to East West Bankthe Loan Documents (including reasonable fees and expenses of counsel) and (ii) all amounts payable to the Successor Agent as Successor Agent pursuant to the Loan Documents (including reasonable fees and expenses of counsel); (e) [reservedIntentionally Omitted]; (f) [reservedIntentionally Omitted]; (g) [reserved];The Successor Agent shall have confirmed in writing that the Existing Agent has completed each of the tasks listed on Schedule 3 hereto; and (h) [reserved]; (i) payment Each of the fees representations and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants warranties set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 below shall be true and correct in all material respects on and as of Closing the First Amendment Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, the conversion of the Tranche G Term Loans of the Accepting Tranche G Term Lenders pursuant to the Tranche G Term Loan Documents is Modification and the obligations of the 2022 Refinancing Term Lenders to make the 2022 Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 10 Effective Date”): (a) the Successor Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agents, (iii) the Accepting Tranche G Term Lenders and (iv) the 2022 Refinancing Term Lenders; (b) at the time of and immediately after giving effect to the Tranche G Term Loan Modification and the making of the 2022 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 10 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the 2022 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2022 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) the Successor Agent shall have received a certificate dated as of the Amendment No. 10 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (i) the Successor Agent shall have received a notice of borrowing with respect to the Extended Tranche G Term Loans and the 2022 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche G Term Loans to be prepaid on the Amendment No. 10 Effective Date in accordance with Section 2.09(b) of the Credit Agreement; (e) the Successor Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Successor Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: 2022 Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Successor Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 9 Effective Date; (g) [reserved];the Successor Agent shall have received, at least three Business Days prior to the Amendment No. 10 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Successor Agent, any Accepting Tranche G Term Lender or any 2022 Refinancing Term Lender at least five Business Days prior to the Amendment No. 10 Effective Date; and (h) [reserved]; (i) the Agents and GS, as an arranger of the Tranche G Term Loan Modification and the 2022 Refinancing Term Loans, as applicable, shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information GS or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 10 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 10 Effective Date; (ii) year-to date financial statements as ). The Successor Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 10 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on the date on which each of the Loan Documents following conditions is subject to satisfied (the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the following:"Fifth Amendment Effective Date"): (a) this AgreementThe Agent shall have received counterparts hereof duly executed and delivered by the Company, the Borrowers and the Required Lenders; (b) a certificate The Agent shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of the Secretary all out-of-pocket expenses (including reasonable fees, charges and disbursements of Borrower with respect counsel and FTI Consulting) required to incumbency and resolutions authorizing the execution and delivery of this Agreementbe reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (c) UCC National Form Financing StatementThe Borrowers shall have made the prepayments of Borrowings and paid the other amounts required to be paid pursuant to Section 14 of this Amendment; (d) a payoff letter with respect The Borrowers shall have paid to Borrower’s Indebtedness the Agent, in immediately available funds, for the account of each Lender that has delivered (including by telecopy) an executed counterpart of this Amendment to East West Bankthe Agent or its counsel prior to 5:00 p.m., New York time, on March 7, 2003, an amendment fee equal to 1.00% of the aggregate amount of such Lender's unused Commitments, Revolving Exposure and outstanding Term Loans on the date of this Amendment and after giving effect to the reductions and prepayments required by Section 14 of this Amendment; (e) [reserved];The Company, RFM2, LLC and the Agent shall have entered into an appropriate amendment to the side letter to the cash collateral agreement in respect of the New Jersey Cash Collateral to reflect the changes made pursuant to this Amendment, and the Company shall have deposited funds into the cash collateral account in an amount equal to the aggregate amount withdrawn therefrom following the effectiveness of the cash collateral agreement; and (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment The parties to the Security Agreement shall have entered into an amendment to the Security Agreement the effect of which is to grant a lien on the Net Proceeds of any asset sale to the extent sucx Xxx Xxxxxxds are required to be deposited into a cash collateral account pursuant to Section 6.05 of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) Credit Agreement or are to be used to make any prepayment of the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior Term Loans. The Lenders party hereto hereby consent to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) Agent entering into such other financial information as Bank may reasonably requestamendment. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, the conversion of the Tranche I Term Loans of the Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Documents is Modification, the conversion of the Tranche H Term Loans of the Accepting Tranche H Term Lenders pursuant to the Tranche H Term Loan Modification, the obligations of the Tranche I Refinancing Term Lenders to make the Tranche I Refinancing Term Loans and the obligations of the Tranche K Refinancing Term Lenders to make the Tranche K Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 15 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Accepting Tranche I Term Lenders, (iv) the Accepting Tranche H Term Lenders, (v) the Tranche I Refinancing Term Lenders, (vi) the Tranche K Refinancing Term Lenders and (vii) Lenders constituting the Required Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Sections 2, 3 and 4); (b) at the time of and immediately after giving effect to the Tranche I Term Loan Modification and the Tranche H Term Loan Modification, the making of the Tranche I Refinancing Term Loans and the Tranche K Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 15 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the March 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “March 2024 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023”; (c) the Agent shall have received a certificate dated as of the Amendment No. 15 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (i) the Agent shall have received a notice of borrowing with respect to the Converted Tranche I Term Loans, the Extended Tranche H Term Loans, the Tranche I Refinancing Term Loans and the Tranche K Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche I Term Loans and the Non-Converted Tranche H Term Loans to be prepaid on the Amendment No. 15 Effective Date in accordance with Section 2.09(b) of the Credit Agreement, including any accrued and unpaid interest thereon; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: March 2024 Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (g) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 15 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any Accepting Tranche I Term Lender, Accepting Tranche H Term Lender, Tranche I Refinancing Term Lender or Tranche K Refinancing Term Lender at least five Business Days prior to the Amendment No. 15 Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the Tranche I Term Loan Modification, the Tranche H Term Loan Modification and credit facilities contemplated hereby or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 15 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 15 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 15 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall be effective on the date (the “Effective Date”) upon which the Administrative Agent receives each of the Loan Documents is subject following items: (a) counterparts of this Amendment executed by the Company, the Administrative Agent, and Required Lenders; (b) the Guarantors’ Consent and Agreement executed by each Guarantor; (c) evidence satisfactory to the condition precedent Administrative Agent and the Lenders that Bank shall have receivedNorthstar Parent has acquired the Acquired Subsidiaries from the Sellers in accordance with the Purchase and Sale Agreement and on terms and conditions reasonably satisfactory to the Administrative Agent and the Lenders; (d) an agreement executed by CNL Income Northstar, LLC, CNL Income Northstar Commercial, LLC, and CNL Income Northstar TRS Corp., in form and substance reasonably satisfactory to Bankthe Administrative Agent and the Lenders, consenting to the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West BankNorthstar Acquisition; (e) [reserved]the Permitted Acquisition Delivery Requirements, including, without limitation, a written description of the Northstar Acquisition (including the funding sources, the Purchase Price, and calculations demonstrating pro forma compliance with the terms and conditions of the Loan Papers after giving effect to the Northstar Acquisition (including compliance with the applicable financial covenants)), and a copy of the fully-executed Purchase and Sale Agreement; (f) [reserved];Officers’ Certificates for the Restricted Companies (i) attaching resolutions authorizing the transactions contemplated hereby, (ii) certifying that no changes have been made to the Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent, as applicable, (iii) listing the names and titles of the Responsible Officers, and (iv) providing specimen signatures for such Responsible Officers; and (g) [reserved]; (h) [reserved]; a certificate signed by a Responsible Officer certifying (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements that as of the last day Effective Date (A) all of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained of the Companies in Article 5 shall be the Loan Papers are true and correct in all material respects on (unless they specifically refer to an earlier date, in which case they shall be true and correct as of Closing Datesuch earlier date, or are based on facts which have changed by transactions contemplated or permitted by the Credit Agreement), and (B) no Event of Default shall have occurred and be continuing, or Potential Default exists under the Credit Agreement or would exist after giving effect to result from the closing execution and delivery of this Amendment, and (ii) the aggregate purchase price of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateNorthstar Acquisition.

Conditions Precedent to Effectiveness. The effectiveness 2.1 This Amendment shall become effective upon the satisfaction or waiver by the Administrative Agent and Lenders of each of the following conditions precedent (the date of such satisfaction or waiver, the “Fourth Amendment Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each of which shall be properly executed by a Responsible Officer of the signing Loan Documents is subject Party, each dated the Fourth Amendment Effective Date and each in form and substance satisfactory to the condition precedent that Bank shall have receivedAdministrative Agent and each of the Lenders: (i) executed counterparts of this Amendment from the Administrative Agent, the Borrowers, the Guarantors, each Lender, in each case sufficient in number for distribution to the Administrative Agent, the Administrative Agent’s counsel and the Company; (ii) a termination of the New Vehicle Floorplan Offset Agreement, executed by the parties thereto, in form and substance reasonably satisfactory to Bankthe Administrative Agent and the New Vehicle Swing Line Lender; and (iii) a termination of the New Vehicle Automated Sweep Agreement, executed by the parties thereto, in form and substance satisfactory to the Administrative Agent and the New Vehicle Swing Line Lender. (i) Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Fourth Amendment Effective Date, each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the following: documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least three (a3) this Agreement; Business Days prior to the Fourth Amendment Effective Date and (bii) at least three (3) Business Days prior to the Fourth Amendment Effective Date, any Loan Party that qualifies as a certificate of “legal entity customer” under the Secretary of Borrower with respect Beneficial Ownership Regulation shall have delivered, to incumbency and resolutions authorizing the execution and delivery of this Agreement;each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) UCC National Form Financing Statement; The Company shall have paid all reasonable accrued fees, charges and disbursements of counsel to the Administrative Agent (ddirectly to such counsel if requested by the Administrative Agent) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days extent invoiced prior to or on the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Fourth Amendment Effective Date, plus such additional amounts of such fees, charges and no Event disbursements as shall constitute its reasonable estimate of Default shall have occurred such fees, charges and disbursements incurred or to be continuing, or would exist after giving effect to incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Loan Documents; (r) an audit of Company and the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateAdministrative Agent).

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Additional Revolving Credit Lenders to provide the Additional Revolving Credit Commitments shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 6 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Additional Revolving Credit Lenders and (iv) Lenders constituting the Required Revolving Lenders (immediately after giving effect to the effectiveness of the Additional Revolving Credit Commitments); (b) at the time of and immediately after giving effect to the Additional Revolving Credit Commitments, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 6 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2019 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Agent shall have received a certificate dated as of the Amendment No. 6 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above and paragraphs (h), (i) and (l) below; (d) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank2019 Transactions, are solvent; (e) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 5 Effective Date; (f) [reserved]the Agent shall have received, at least three Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Additional Revolving Credit Lender at least ten days prior to the Amendment No. 6 Effective Date; (g) [reserved]the Agent shall have received reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Revolving Credit Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 6 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 6 Effective Date; (h) [reserved]the Acquisition shall be consummated substantially simultaneously with the Amendment No. 6 Effective Date in accordance in all material respects with the Merger Agreement, without giving effect to any amendment, waiver or other modification thereof, or consent thereunder, that would be materially adverse to the Additional Revolving Credit Lenders or the arrangers of the Additional Revolving Credit Commitments, unless approved in writing by the Agent, which approval may not be unreasonably withheld or delayed; (i) payment all amounts due or outstanding in respect of the fees Company’s existing senior secured credit agreement shall have been (or substantially simultaneously with the Amendment No. 6 Effective Date shall be) paid in full, all commitments in respect thereof terminated and Bank Expenses then all guarantees thereof and security therefor discharged and released. With respect to the 3.625% senior notes due specified 2023 issued by TA MFG Limited, such notes shall have been (or within one Business Day of the Amendment No. 6 Effective Date shall be) redeemed, repurchased or otherwise paid in Section 2.5(a) and (b) hereoffull or the indenture with respect thereto shall have been discharged; (j) initial reporting which includes: the Agent shall have received (ia) U.S. GAAP audited consolidated balance sheets and related statements of income, shareholders’ equity and cash flows of each of Holdings and the information required by Section 6.3(a) herein Company for the most recent month 2016, 2017 and 2018 fiscal years and (b) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of each of Holdings and the Company for each fiscal quarter after the latest fiscal year referred to in clause (a) above ended at least 30 45 days prior to before the Closing Amendment No. 6 Effective Date; ; (iik) year-to date financial the Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of Holdings, on a consolidated basis, as of and for the twelve-month period ending on the last day of the most recent month ended at least 30 days prior recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to Section 4(j) above, prepared after giving effect to the Closing Date; Acquisition as if the Acquisition had occurred as of such date (iiiin the case of such balance sheet) unaudited financial statements for Borrower’s most recently completed fiscal year; and or at the beginning of such period (iv) in the case of such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date;statements); and (l) [reserved]; since the date of the Merger Agreement, no Company Material Adverse Effect (mas defined in the Merger Agreement as in effect on the date of execution thereof) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to . The Agent shall notify the closing Borrower and the Lenders of the Loan Documents; (r) an audit of the CollateralAmendment No. 6 Effective Date, the results of which and such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents this ------------------------------------- Agreement is subject to fulfillment of the condition precedent following conditions precedent: (a) Lender shall be satisfied, in its reasonable discretion, with each Borrower's and each Guarantor's financial condition, Properties, business, affairs or prospects as of the effective date. (b) Borrowers shall have executed and delivered to Lender all of Borrowers' Loan Papers, in form and substance satisfactory to Lender. Each Guarantor shall have delivered to Lender its Guaranty Agreement in the form and substance satisfactory to Lender. (c) Borrowers shall have executed and delivered such financing statements and statements of changes and lien filings as Lender shall request to record, evidence or perfect the Liens granted to Lender under the Loan Papers. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that Bank its Liens on the Collateral are first priority Liens, subject only to other Liens acceptable to Lender in its sole discretion. In addition, Borrowers agree that the XXX-0, XXX-0, and UCC-3 Financing Statements and Statements of Change presently filed of record, including but not limited to those listed on Exhibit 2 attached hereto, shall remain in full force and effect and shall be applicable to the security interests granted in the prior Security Agreement and herein. (d) Lender shall have received, in form and substance reasonably satisfactory to BankLender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by all existing floor plan lenders of their financial arrangements with Borrowers and the termination and release by them of any interest in and to any Property of Borrowers, including, but not limited to, landlord waivers, all duly authorized, executed and delivered. (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other financing agreements, including acknowledgments by warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the following:premises to exercise its rights and remedies and otherwise deal with the Collateral. Because the Borrowers have represented to Lender that it is not possible for them obtain the landlord lien and mortgagee lien waivers before the execution of this Agreement but such waivers can be obtained shortly thereafter; as an accommodation to the Borrowers, Lender is not requiring the Borrowers to deliver such lien waivers at the time of execution of this Agreement; provided, however, the Borrowers agree and acknowledge that the Lender's receipt of executed lien waivers is a material inducement for Lender making and continuing to fund Advances under this Agreement. (af) this Agreement;Lender shall have received a certificate of a duly authorized officer of each Borrower, certifying that (i) no Default or Event of Default exists, (ii) the representations and warranties set forth in Article V hereof are true and correct in all material respects, and (iii) it has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (bg) Lender shall have received a certificate of the Secretary secretary of each Borrower with respect to incumbency and each Guarantor certifying (i) that attached copies of its articles of incorporation, bylaws or other organizational documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees Loan Papers is true and Bank Expenses then due specified in Section 2.5(a) complete, and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) that such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof resolutions are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses were duly adopted, have not been amended, modified, or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Daterevoked, and no Event of Default shall have occurred constitute all resolutions adopted with respect to this loan transaction, and be continuing, or would exist after giving effect (iii) to the closing incumbency, name and signature of each officer or representative authorized to sign the Loan Papers on behalf of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank entity. Lender may reasonably deem necessary or appropriateconclusively rely on this certificate until it is otherwise notified by any Borrower in writing.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Additional Revolving Credit Lenders to provide the Additional Dollar Revolving Credit Commitments shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following:“Amendment No. 9 Effective Date”): (a) the Agent shall have received counterparts of this AgreementAgreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Revolving Credit Lenders; (b) a certificate at the time of and immediately after giving effect to the Additional Revolving Credit Commitments, each of the Secretary conditions set forth in Section 4.01(b) and Section 4.01(c) of Borrower with respect the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to incumbency be “Amendment No. 9 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Incremental Revolving Commitment Transactions” and resolutions authorizing the execution and delivery parenthetical in Section 3.13(a) of this Agreementthe Credit Agreement shall be disregarded; (c) UCC National Form Financing Statementthe Agent shall have received a certificate dated as of the Amendment No. 9 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) a payoff letter the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with respect to Borrower’s Indebtedness to East West Bankthose delivered on the Amendment No. 8 Effective Date; (e) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 9 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Additional Revolving Credit Lender at least five Business Days prior to the Amendment No. 9 Effective Date; and (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment the Agent shall have received reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information Additional Revolving Credit Commitments or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 9 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.Amendment No. 9

Conditions Precedent to Effectiveness. The effectiveness of Section 9.1. This Agreement shall become effective on the Loan Documents is subject to date on which the condition following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, been satisfied or waived (the following:“Effective Date”): (a) The Indenture Trustees, the First Priority Collateral Trustee and the Second Priority Collateral Trustee shall have received this Agreement, duly executed and delivered by each of the Company Parties, the Trustees, the First Priority Collateral Trustee, the Second Priority Collateral Trustee, the Requisite First Priority Holders (as such term is defined in the First Priority Indenture) and the Requisite Second Priority Holders (as such term is defined in the Second Priority Indenture); (b) a certificate The Company shall have paid all reasonable, documented fees and expenses of Dechert LLP, US counsel to the Secretary of Borrower with respect Consenting First Priority Holders, Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP, US counsel to incumbency the First Priority Indenture Trustee and resolutions authorizing Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, US counsel to the execution and delivery of this Agreement;First Priority Collateral Trustee. (c) UCC National Form Financing Statement;The Company shall have paid all reasonable, documented fees and expenses of Ropes & Xxxx, LLP, US counsel to the Consenting Second Priority Holders, Xxxxxxxxx Xxxxx, S.C., Mexican counsel to the Consenting Second Priority Holders, Xxxxxx & Xxxxxx LLP, US counsel to the Second Priority Indenture Trustee and the Second Priority Collateral Trustee. (d) a payoff letter with respect The Indenture Trustees shall have received copies of the resolutions of the Company Parties authorizing the Company Parties to Borrower’s Indebtedness to East West Bank;enter into this Agreement and the SATMEX 8 Contracts. (e) [reserved];Each of the representations and warranties of the Company Parties contained herein shall be true and correct. (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses No Default or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuingcontinuing under the Indenture Documents or this Agreement. (g) The Company shall have provided to each Indenture Trustee, or would exist after giving effect the First Priority Collateral Trustee and the Second Priority Collateral Trustee certificates signed by an officer of the Company certifying that the conditions set forth in this Article IX and the applicable Indenture have been satisfied. (h) The Company shall have provided the First Priority Indenture Trustee and the First Priority Collateral Trustee with an officer’s certificate and legal opinion, in each case as required by, and covering the matters sent forth in, Section 7.6 of the First Priority Indenture and the Section 10.3 of the First Priority Collateral Trust Agreement, as applicable, in form and substance satisfactory to the closing of First Priority Indenture Trustee and the Loan Documents;First Priority Collateral Trustee. (ri) The Company shall have provided the Second Priority Indenture Trustee and Second Priority Collateral Trustee with an audit of the Collateralofficer’s certificate and legal opinion, the results of which shall be in each case as required by Second Priority Indenture, in form and substance satisfactory to Bank; and (s) such other documents, the Second Priority Indenture Trustee and completion of such other matters, as Bank may reasonably deem necessary or appropriateSecond Priority Collateral Trustee.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall not be effective, and the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction of each of the Loan Documents following conditions precedent: (a) Each of the Third A&R ARKS S&O Agreement and the Third A&R BSR S&O Agreement has been executed and is subject in full force and effect; (b) The Parties shall have executed an amendment to the condition precedent that Bank Marketing and Sales Agreement in a form and in substance satisfactory to Xxxx; (c) The Parties shall have receivedagreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (d) The S&O Party Guarantee shall have been duly executed and delivered to Xxxx in a form and in substance satisfactory to Xxxx; (e) The Parties shall have entered into the Pledge and Security Agreement in a form and in substance satisfactory to Xxxx. (f) The Company Parties and Xxxx shall have duly executed the Fee Letter; (g) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (h) The Company shall have delivered to Xxxx a certificate signed by the principal executive officer of the Company certifying as to incumbency, board approval and resolutions, other matters; (i) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance reasonably satisfactory to BankXxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (j) Xxxx shall have received amendments and restatements of the MLP Acknowledgment Agreement, the following:Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the BSR Acknowledgment Agreement, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as Xxxx shall have reasonably requested; (ak) Xxxx shall have confirmed to its satisfaction that, as of the Third Restatement Effective Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (l) Xxxx shall have received final approvals from relevant internal committees; (m) To the extent deemed necessary or appropriate by Xxxx, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing; (n) The Company shall have delivered to Xxxx such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Third Restatement Effective Date; (o) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Third Restatement Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (bp) a certificate The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreementinsurance policies set forth on Schedule F; (cq) UCC National Form Financing Statement; (d) a payoff letter with respect The Company and XXXX have provided to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees Xxxx confirmation, in form and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence substance satisfactory to Bank Xxxx, that the insurance policies and endorsements required by Section 6.6 hereof are all other Transaction Documents remain in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (or) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the All representations and warranties of the Company and its Affiliates contained in Article 5 the Transaction Documents shall be true and correct in all material respects on and as of Closing the Third Restatement Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, All representations and completion warranties of such other matters, Xxxx contained in the Transaction Documents shall be true and correct in all material respects on and as Bank may reasonably deem necessary or appropriateof the Third Restatement Effective Date.

Conditions Precedent to Effectiveness. The effectiveness This Amendment and the obligation of the New Lender to make its Term Loan hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Loan Documents is subject to Agreement) (such date, the condition precedent that Bank “Increase Effective Date”): (a) Administrative Agent shall have received: (i) a fully executed copy of this Amendment duly executed and delivered by each Borrower, Guarantor, and the New Lender; (ii) a Note, drawn to the order of the New Lender, duly executed and delivered by each Borrower; (iii) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Increase Effective Date) of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Borrowers and the other Loan Parties in form and substance reasonably satisfactory acceptable to Bankthe Administrative Agent and covering such other matters relating to the Borrowers, the following: (a) Company, this AgreementAmendment or the transactions contemplated hereby as the Administrative Agent shall reasonably request; (biv) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate Borrowing Request in accordance with Section 6.3 herein 2.03 of the Loan Agreement and evidence that Borrower is written money transfer instructions in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and signed by an officer of each Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and (v) a Compliance Certificate substantially in the form of Exhibit E to the Loan Agreement, executed by a Financial Officer of each Borrower, demonstrating compliance with all the financial covenants set forth in Section 6.8 herein 6.11 on a pro pro-forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereofIncrease Effective Date based on the condensed consolidated financial statements for the fiscal quarter ended June 30, evidence satisfactory to Bank that the insurance policies 2017 and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing New Lender’s Term Loan hereunder (assuming a borrowing of all amounts intended to be borrowed on the Increase Effective Date and the application of proceeds of such borrowings to the repayment of Indebtedness intended to be repaid therefrom). (b) After giving pro forma effect to the New Lender’s Term Loan Commitments and the making of the New Lender’s Term Loan Documents;on the date hereof and the use of proceeds thereof, no Default or Event of Default shall exist. (rc) an audit The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Increase Effective Date, including, to the extent invoiced on or before the date hereof, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateBorrowers hereunder.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, the conversion of the Tranche E Term Loans of the Accepting Tranche E Term Lenders pursuant to the Tranche E Term Loan Documents is Modification, the conversion of the Tranche F Term Loans of the Accepting Tranche F Term Lenders pursuant to the Tranche F Term Loan Modification and the obligations of the 2023 Refinancing Term Lenders to make the 2023 Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 11 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2023 Accepting Term Lenders (iv) the 2023 Refinancing Term Lenders and (v) Lenders constituting the Required Lenders and the Required Revolving Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Sections 2 and 3); (b) at the time of and immediately after giving effect to the Tranche E Term Loan Modification and the Tranche F Term Loan Modification and the making of the 2023 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 11 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the 2023 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2023 Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) the Agent shall have received a certificate dated as of the Amendment No. 11 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (d) (i) the Agent shall have received a notice of borrowing with respect to the Extended Tranche E Term Loans, the Extended Tranche F Term Loans and the 2023 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche E Term Loans and the Non-Converted Tranche F Term Loans to be prepaid on the Amendment No. 11 Effective Date in accordance with Section 2.09(b) of the Credit Agreement; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: 2023 Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 10 Effective Date; (g) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 11 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any 2023 Accepting Term Lender or any 2023 Refinancing Term Lender at least five Business Days prior to the Amendment No. 11 Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the 2023 Term Loan Modifications and 2023 Refinancing Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 11 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 11 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 11 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment (other than the Loan Documents is amendments to the Credit Agreement set forth in Section 4 hereof, which shall become effective as set forth in paragraph (b) below) shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved];“First Amendment Effective Date”): (i) payment the Agent shall have received counterparts of this Amendment that, when taken together, bear the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: signatures of (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; Borrower and Holdings, (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; Agent, (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; Lenders constituting the Required Lenders and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of Lenders constituting the Closing DateRequired Revolving Lenders; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (qii) the representations and warranties contained set forth in Article 5 Section 6 shall be true and correct in all material respects on correct, and the Agent shall have received a certificate dated as of Closing Date, the First Amendment Effective Date and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing executed by a Financial Officer of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory Borrower to Bankthat effect; and (siii) such the Agent shall have received all amounts required by Section 9.03 of the Credit Agreement or by any other documentsLoan Document to be paid or reimbursed by the Borrower on the First Amendment Effective Date in connection with this Amendment and the transactions contemplated hereby to the extent invoiced on or prior to the date hereof. The Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and completion such notice shall be conclusive and binding. (b) The amendments to the Credit Agreement set forth in Section 4 hereof shall become effective on the date occurring on or after the First Amendment Effective Date on which the Borrower shall have incurred 2013 Incremental Term Loans and/or 2013 Senior Subordinated Notes in a combined aggregate principal amount of such other matters, as Bank may reasonably deem necessary or appropriateat least $1,200,000,000.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the New Revolving Lenders to provide the New Revolving Commitments shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 14 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) each Issuing Bank and (iv) each of the Revolving Credit Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Section 2); (b) at the time of and immediately after giving effect to the establishment of the New Revolving Commitments, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 14 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be disregarded) and Section 3.13(a) of the Credit Agreement shall be deemed to be “New Revolving Facilities Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Amendment No. 14 Effective Date after giving effect to the New Revolving Facilities Transactions, including the application of the proceeds thereof, and assuming the New Revolving Commitments are fully drawn, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the Amendment No. 14 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) the Agent shall have received a notice of termination with respect to the Revolving Credit Commitments under the Credit Agreement on the Amendment No. 14 Effective Date in accordance with Section 2.06(b) of the Credit Agreement; (f) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: New Revolving Facilities Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]above); (g) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 13 Effective Date; (h) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 14 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any New Revolving Lender at least five Business Days prior to the Amendment No. 14 Effective Date; and (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the revolving credit facilities contemplated hereby or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 14 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 14 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 14 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness amendments set forth in clause 2 hereof shall become effective immediately upon the date (the “Effective Date”) when each of the Loan Documents is subject to the condition precedent that Bank following conditions shall first have received, in form and substance reasonably satisfactory to Bank, the followingbeen satisfied: (a) Each of the parties hereto (which shall include the Required Lenders and each Electing Term Lender as provided in clause (b) of this AgreementSection 4) shall have executed and delivered this Amendment; (b) a certificate All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become Term B-4 Lenders and holders of Term B-4 Loans subject to all of the Secretary rights, obligations and conditions thereto under the Credit Agreement, as amended hereto, by executing the appropriate signature page in accordance with clause 5 hereof and delivering to the Administrative Agent such signature page (the “Term B-4 Loan Notice”) stating the amount of Borrower either (i) their Base Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Eurocurrency Rate Loan, as applicable immediately prior to the effectiveness of the Credit Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4 Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4 Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set forth on such Electing Term Lender’s signature page to this Amendment as of the Consent Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent Deadline, with rounding adjustments with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;amount to be allocated to each such Electing Term Lender as the Administrative Agent may determine in its discretion. (c) UCC National Form Financing Statement;Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have received, if requested by it, one or more replacement Notes payable to the order of such Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to the Borrower any Note held by it prior to the Effective Date. (d) a payoff letter The Borrower shall have paid all reasonable fees and out-of-pocket expenses (including the reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp) incurred by the Administrative Agent, Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC and Banc of America Securities LLC in connection with respect the preparation, negotiation and execution of this Amendment or otherwise required to Borrower’s Indebtedness be paid in connection with this Amendment, to East West Bank;the extent invoiced at least one Business Day prior to the date hereof. (e) [reserved];The Administrative Agent shall have received such opinions as may reasonably be requested by it, including an opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties, each dated as of the Effective Date and reasonably satisfactory to the Administrative Agent. (f) [reserved]The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; (g) [reserved];The Administrative Agent shall have received from the Borrower a consent fee payable in Dollars for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.05% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered. (h) [reserved]; (i) payment The Administrative Agent shall have received a certificate of a Responsible Officer of the fees and Bank Expenses then due specified Borrower, certifying the conditions precedent set forth in Section 2.5(aSections 4.02(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 Credit Agreement shall be true and correct in all material respects have been satisfied on and as of Closing the Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Tranche J Term Lenders to make the Tranche J Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 13 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche J Term Lenders; (b) at the time of and immediately after giving effect to the making of the Tranche J Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 13 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the Tranche J Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Tranche J Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Amendment No. 13 Effective Date after giving effect to the Tranche J Transactions, including the making of the Tranche J Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the Amendment No. 13 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) the Agent shall have received a notice of borrowing with respect to the Tranche J Term Loans in accordance with Section 2.03 of the Amended Credit Agreement; (f) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: Tranche J Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]above); (g) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 11 Effective Date; (h) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 13 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Tranche J Term Lender at least five Business Days prior to the Amendment No. 13 Effective Date; and (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the Tranche J Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 13 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 13 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 13 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on the date on which each of the Loan following conditions shall have been satisfied (the date on which such conditions have been satisfied, the “Second Amendment Effective Date”): (a) The Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower and the Required Lenders; (b) The Administrative Agent shall have received (i) copies of resolutions of the board of directors or similar governing body of each of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Credit Documents is subject as amended thereby, certified as of the Second Amendment Effective Date by its secretary or assistant secretary as being in full force and effect as of such date without modification or amendment and (ii) the written legal opinions of Xxxxxx Xxxxxxxx LLP and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, addressed to the condition precedent that Bank Administrative Agent, the Collateral Agent and the Lenders and dated as of the Second Amendment Effective Date, which opinions shall have received, be in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of Administrative Agent and the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementCollateral Agent; (c) UCC National Form Financing Statement;Each of X.X. Xxxxxx Securities Inc. and Xxxxx Fargo Securities, LLC (the “Amendment Arrangers”) shall have received all fees, expenses and other amounts that have become due and payable to it, in its capacity as arranger of the Amendment, on or prior to the Second Amendment Effective Date pursuant to the engagement letter dated as of September 22, 2009. (d) The Administrative Agent shall have received, for the account of each Consenting Lender, an amendment consent fee equal to 0.50% of the sum of each such Consenting Lender’s Revolving Commitment and outstanding Term Loans (with the amount of such Revolving Commitment and outstanding Term Loans being determined on a payoff letter with respect pro forma basis giving effect to Borrower’s Indebtedness to East West Bank(i) the reduction of the Total Revolving Commitments described in Section 2 of this Amendment and (ii) the 2009 Optional Prepayment); (e) [reserved];In addition to the amendment consent fee set forth in the preceding clause (c), the Administrative Agent shall have received, for the account of each Consenting Lender that has a Class B Term Loan Commitment, an amortization deferral fee equal to 1.00% of such Consenting Lender’s Class B Term Loan Commitment; and (f) [reserved]; (gThe Administrative Agent shall have received all fees and expenses payable by the Borrower pursuant to Section 10.03(a) [reserved]; (h) [reserved]; (i) payment of the fees Credit Agreement (including reasonable fees, charges and Bank Expenses then due specified in Section 2.5(adisbursements of counsel to the Administrative Agent) and (b) hereof; (j) initial reporting for which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days invoices have been submitted prior to the Closing Second Amendment Effective Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. (a) The effectiveness resignation of the Loan Documents Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall become effective on the date (the “Third Amendment Effective Date”) and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following conditions is subject satisfied or waived: (1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this Amendment to the condition precedent that Bank Administrative Agent. (b) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(a) Amendments Effective Time shall have receivedoccurred; (2) the Administrative Agent shall have received duly executed Increase Supplements (if any) and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the execution of the Amended and Restated Credit Agreement by the parties thereto and delivery thereof to the Administrative Agent); (3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (4) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors or a duly authorized committee thereof of each of the Borrowers approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Agreement as amended by this Third Amendment, certified as of the Third Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrowers as being in full force and effect without modification or amendment and (B) a good standing certificate (or the equivalent thereof) for each of the Borrowers from its jurisdiction of formation; (5) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to Bankthe Administrative Agent, of the following: Parent Borrower dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (a6) this Agreementand (7) below; (b6) a certificate each of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of Closing Date, the Third Amendment Effective Date as if made on and as of such date; and (7) no Default or Event of Default shall have occurred and be continuing, continuing on the Third Amendment Effective Date or would exist after giving effect to the closing effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(c) Amendments Effective Time”) on and at which each of the Loan Documentsfollowing conditions is satisfied or waived: (1) the Section 2(b) Amendments Effective Time shall have occurred; (r2) an audit the Initial Term Loans outstanding immediately prior to the effectiveness of the Collateral, Section 2(b) Amendments on the results Third Amendment Effective Date shall have been repaid in full to the Existing Administrative Agent for the benefit of which shall be satisfactory to Bankthe Lenders; and (s3) the conditions set forth in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied or waived. The making of the initial Extensions of Credit by the Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth herein and in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriatePerson.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement, the Loan Documents is obligations of the 2018 New Term Lenders to make the 2018 New Term Loans, the agreements of the Consenting Revolving Credit Lenders under Section 3 hereof, and the obligations of the Additional Revolving Credit Lenders to provide the Additional Revolving Credit Commitments shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 5 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2018 New Term Lenders, (iv) the Consenting Revolving Credit Lenders, (v) the Additional Revolving Credit Lenders and (vi) Lenders constituting the Required Lenders (immediately prior to giving effect to the making of the 2018 New Term Loans and the consummation of the Tranche E Refinancing and the Tranche F Refinancing); (b) at the time of and immediately after giving effect to the Additional Revolving Credit Commitments and the making of the 2018 New Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 5 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2018 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Agent shall have received a certificate dated as of the Amendment No. 5 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to each of (i) the New Tranche E Term Loans and (ii) the New Tranche F Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Credit Agreement; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: 2018 Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the February 2018 Refinancing Facility Effective Date; (g) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 5 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any 2017 Refinancing Term Lender or any Additional Revolving Credit Lender at least five Business Days prior to the Amendment No. 5 Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the 2018 New Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 5 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.Amendment No. 5

Conditions Precedent to Effectiveness. The effectiveness Notwithstanding the date of execution or delivery of this Agreement, this Agreement shall be effective upon the satisfaction of the Loan Documents is subject to the condition precedent that Bank following conditions, each of which shall have received, be in form and substance reasonably satisfactory to Bank, the followingLenders in Lenders’ sole and absolute discretion: (a) this Agreement; (b) a certificate of the Secretary of 8.1 Borrower with respect shall have delivered to incumbency Agent, and resolutions authorizing the execution and delivery Agent shall have accepted, an executed original of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect 8.2 Borrower shall have paid to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment Agent, for the benefit of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: Lenders, (i) the information required costs and expenses of Agent and the Lenders incurred by Section 6.3(a) herein for it in connection with the most recent month ended at least 30 days prior to the Closing Date; transactions contemplated hereby and (ii) year-to date financial statements as the reasonable legal costs of Agent and the last day Lenders in connection with the preparation and negotiation of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Datethis Agreement; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the 8.3 All representations and warranties contained in Article 5 made by Borrower under this Agreement shall be true and correct in all material respects on (except to the extent already qualified by materiality, in which case they shall be true and correct in all respects) as of Closing Datethe respective dates, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documentsextent, indicated above; (r) an audit of 8.4 All corporate proceedings taken in connection with the Collateral, the results of which transactions contemplated by this Agreement and other legal matters incident thereto shall be satisfactory to Agent; 8.5 Borrower shall have delivered to Agent, and Agent shall have accepted, the acknowledgment and reaffirmation of guaranty in the form of Exhibit A to this Amendment duly executed by Automated License Systems, Inc.; 8.6 Borrower shall have delivered to Agent, and Agent shall have accepted, the acknowledgment and reaffirmation of guaranty in the form of Exhibit B to this Amendment duly executed by ReserveAmerica Inc.; 8.7 Borrower shall have delivered to Agent, and Agent shall have accepted, a consent from Square 1 Bank to this Agreement, in form satisfactory to Agent, duly executed by Square 1 Bank; 8.8 Borrower shall have delivered to Escalate, and Escalate shall have accepted, a Warrant to purchase Common Stock of Borrower, in form satisfactory to Escalate, duly executed by Borrower; and (s) such other documents8.9 Borrower shall have delivered to Gold Hill, and completion Gold Hill shall have accepted, a Warrant to purchase Common Stock of such other mattersBorrower, as Bank may reasonably deem necessary or appropriatein form satisfactory to Gold Hill, duly executed by Borrower.

Conditions Precedent to Effectiveness. The effectiveness This Agreement will become effective upon the following conditions being met (unless waived in writing by all Lenders) including the receipt, where applicable, by the Agent, for and on behalf of the Loan Documents is subject to Lenders, of the condition precedent that Bank shall have receivedfollowing documents each in full force and effect, and in form and substance reasonably satisfactory to Bankthe Lenders, the followingacting reasonably: (a) this AgreementAgreement shall have been duly executed and delivered by the Borrower; (b) a certificate supplemental debenture shall have been executed and delivered by each Harvest Party (other than Redearth Partnership and the New Restricted Subsidiaries) in order to conform the debentures in the Existing Security to the form of debenture in Schedule F-1; (c) a debenture and a debenture pledge agreement shall have been executed and delivered by each of the Secretary New Restricted Subsidiaries (other than AcquisitionCo, NARL and NARL LP); (d) a confirmation of each Affiliate Guarantee and Subordination Agreement shall have been duly executed and delivered by the Trust and each Restricted Subsidiary (other than the New Restricted Subsidiaries); (e) an Affiliate Guarantee and Subordination Agreement shall have been duly executed and delivered by each of the New Restricted Subsidiaries (other than NARL); (f) the Agent shall have received satisfactory evidence that, immediately after the closing of the NARL Acquisition: (i) AcquisitionCo, NARL and NARL LP will execute and deliver a debenture substantially in the form of Schedule F-2; (ii) AcquisitionCo, NARL and NARL LP will execute and deliver a debenture pledge agreement; and (iii) NARL will execute and deliver an Affiliate Guarantee and Subordination Agreement; (g) the Agent and the Lenders shall have received favourable legal opinions of Borrower's Counsel and Lenders' Counsel; (h) the Agent and the Lenders shall have received a pro forma Compliance Certificate as at June 30, 2006 reflecting the consummation of the NARL Acquisition; (i) the Borrower with shall have paid all fees and expenses then due in respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses no Default or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing; (k) the representations and warranties in Article 13 and in any other Document shall be true, complete and correct on and with effect from the date of this Agreement; and (1) the Agent and the Lenders shall have received in respect of each Harvest Party (unless otherwise specified): (i) a certificate of status, certificate of compliance, good standing or would exist similar certificate issued by an appropriate Administrative Body of the jurisdiction of organization of such Person, to the extent such certificate is issued by an Administrative Body in such jurisdiction; (ii) in respect of the Borrower and each Restricted Subsidiary (other than the New Restricted Subsidiaries), certified copies of (A) any amendments or supplements to its constating documents since Mxxxx 00, 0000, (X) a certified copy of the resolutions of its board of directors authorizing the execution and delivery of this Agreement, and (C) in the case of the Borrower, any amendments or supplements to the Material Contracts since March 31, 2006; (iii) in respect of the Borrower, a certificate of incumbency with specimen signatures of the individuals executing any of the Documents to which the Borrower is a party; (iv) in respect of the Borrower, a certificate from an officer of the Borrower attaching a certified true and complete copy of the NARL Purchase Agreement and certifying that, upon payment of that portion of the purchase price to be funded by Advances hereunder and under the Senior Unsecured Credit Agreement, the NARL Acquisition will be completed and all conditions precedent to the NARL Acquisition have been satisfied (including receipt of any necessary corporate, governmental or regulatory approvals for the NARL Acquisition) or waived (provided that any waiver of a material condition precedent shall require the approval of the Majority Lenders, such consent not to be unreasonably withheld); (v) in respect of each New Restricted Subsidiary (other than NARL), a certificate from an officer of such Subsidiary attaching certified copies of (A) its constating documents and (B) resolutions of its governing body authorizing the execution and delivery of the Security to which it is a party; and (vi) satisfactory evidence that immediately after giving effect to the closing of the Loan Documents; NARL Acquisition, an officer of NARL will deliver a certificate attaching certified copies of (rA) an audit its constating documents and (B) resolutions of its governing body authorizing the execution and delivery of the Collateral, the results of Security to which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateit is a party.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Tranche E Term Lenders to make the Tranche E Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “2015 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche E Term Lenders; (b) at the time of and immediately after giving effect to the making of the Tranche E Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2015 Transactions”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the 2015 Effective Date after giving effect to the 2015 Transactions, including the making of the Tranche E Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the 2015 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraphs (b) and (c) above; (e) the Acquisition shall have been consummated or shall be consummated substantially concurrently with the making of the Tranche E Term Loans; (f) the Agent shall have received a notice of borrowing in accordance with Section 2.03, Section 2.24(a) and 2.26(a) of the Credit Agreement; (g) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: 2015 Transactions, are solvent (a) this Agreement; (b) a certificate within the meaning of Section 3.13 of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Credit Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]); (h) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Second Restatement Date; (i) payment of the fees Agent shall have received, at least one Business Day prior to the 2015 Effective Date, all documentation and Bank Expenses then due specified in Section 2.5(a) other information required by regulatory authorities under applicable “know your customer” and (b) hereof;anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Tranche E Term Lender at least three Business Days prior to the 2015 Effective Date; and (j) initial reporting which includes: (i) the information Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche E Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the 2015 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing 2015 Effective Date; (ii) year-to date financial statements as . The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing 2015 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective on the first date on which each of the Loan Documents is subject following conditions precedent are satisfied (the “Effective Date”): (a) the Parent Borrower, the Guarantors and the Administrative Agent shall have each delivered a duly executed counterpart of this Amendment to the condition precedent that Bank Administrative Agent; (b) the Administrative Agent shall have receivedreceived the Intercreditor Agreement Amendment executed and delivered by Deutsche Bank AG New York Branch, as Note Agent (as defined therein); (c) the Administrative Agent shall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) of the Credit Agreement are satisfied and shall have received from the Parent Borrower a certificate of a Responsible Officer of the Parent Borrower confirming the same; (d) the Administrative Agent shall have received the consent or authorization from the Required Lenders to execute this Amendment on behalf of such Lenders; (e) the Redemption (as defined in the Credit Agreement as amended by this Amendment) shall be consummated; (f) the Senior Secured Notes shall be redeemed, released, defeased or otherwise discharged (or irrevocable notice for redemption thereof shall have been given) and all Liens and guarantees in respect thereof shall be released; (g) the Administrative Agent shall have received (i) evidence, in form and substance reasonably satisfactory to Bankit, that the following: Parent Borrower shall have entered into the First Lien Credit Agreement and the Second Lien Credit Agreement and received the net proceeds of any initial borrowings made thereunder on such date; and (aii) this Agreement; (b) a certificate complete and correct copies of the Secretary of Borrower with respect to incumbency First Lien Credit Agreement and resolutions authorizing the execution and delivery of this Second Lien Credit Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved];; and (h) [reserved]; (i) payment the Administrative Agent shall have been paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and Bank Expenses then due specified in Section 2.5(aexpenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, as counsel to the Administrative Agent) and (b) hereof; (j) initial reporting which includes: (i) to the information required by Section 6.3(a) herein for the most recent month ended extent invoiced at least 30 days 3 Business Days prior to the Closing Effective Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective as of the Effective Date at such time when all of the following conditions are satisfied: (a) All action on the part of each Borrower and each other party necessary for the valid execution, delivery and performance by each Borrower of this Agreement, that certain Ninth Modification to Bridge Loan Documents is subject Agreement dated as of the date hereof, and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the condition precedent that Bank Agent shall have receivedbeen provided to the Agent. (b) Borrowers shall have made the $5,000,000.00 Senior Loan principal payment. (c) STAG Investments Holdings III, LLC shall have executed a Consent to this Agreement (signature page following Lender and Borrowers’ signature pages hereto). (d) With respect to the Senior Loan, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx shall have executed a $5,000,000.00 Amended and Restated Guaranty in form acceptable to the Lender effective as of the Effective Date. (e) Borrowers shall have opened the CapEx Escrow Account. (f) The Agent shall have received such executed resolutions, secretary’s certificates and certificates of legal existence as the Agent may reasonably specify all in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency Agent and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved];its counsel. (g) [reserved]; (h) [reserved]; (i) payment The Agent shall have received a written legal opinion of the fees Borrowers’ and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior Guarantors’ counsel addressed to the Closing Date; (ii) year-to date financial statements as of Agent and the last day of the most recent month ended at least 30 days prior Lender, covering such matters relating to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated thereby as Bank may the Agent shall reasonably request. (kh) a current Compliance Certificate The Borrowers shall have paid an extension fee in accordance with Section 6.3 herein and evidence that Borrower is the amount of $302,048.00 in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as respect of the Closing extensions of the Senior Loan Maturity Date and Bridge Loan Maturity Date;. (li) [reserved];All fees and expenses incurred by the Agent in connection with the preparation and negotiation of this Agreement and related documents (including the reasonable fees and expenses of counsel to the Agent) shall have been paid in full. (mj) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no No Event of Default shall have occurred and be continuing, or would exist after giving effect . (k) The Borrowers shall have executed and delivered to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) Agent such other additional documents, instruments, and completion of such other matters, agreements as Bank the Agent may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Effectiveness. The effectiveness This Agreement shall become effective on the first date (the “Effective Date”) on which each of the Loan Documents is subject following conditions precedent has been satisfied or waived in accordance with Section 10.06: (a) receipt by the Administrative Agent of the following documents, each dated the Effective Date unless otherwise indicated, and each in form and substance reasonably satisfactory to the condition precedent that Bank shall have receivedAdministrative Agent: (i) executed counterparts of this Agreement and the Fee Letter by each of the parties hereto and thereto; (ii) [Reserved] (iii) an opinion of Loyens & Loeff, special Netherlands counsel to Holdings 2; (iv) an opinion of XxXxxxxx Xxxxxxx LLC , special Ohio counsel to Initial Borrower; (v) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Initial Borrower and the Effective Date Guarantors; (vi) an opinion of XxXxxx XxxxXxxxxx, special Irish counsel to the Administrative Agent, in form and substance reasonably satisfactory to Bank, the following: (a) this AgreementAdministrative Agent; (bvii) a certificate (signed by a director) of each of the Effective Date Guarantors certifying (w) that the borrowing or guaranteeing the Commitments will not cause any borrowing, guarantee or similar limits binding on such Effective Date Guarantor to be exceeded, (x) certifying that such Effective Date Guarantor has complied with the provisions of Section 60 of the Act in order to enable such Effective Date Guarantor to enter into this Agreement and perform its obligations under this Agreement, (y) certifying that neither such Effective Date Guarantor, nor any director or Secretary of such Effective Date Guarantor is a company or a person to whom Chapter I or Chapter II of Part VII of the 1990 Act applies and (z) certifying that the prohibition contained in Section 31 of the 1990 Act does not apply to this Agreement as such Effective Date Guarantor forms part of a group of companies within the meaning of Section 35 of the 1990 Act; provided, that only Parent shall provide the certifications set forth in clauses (x), (y) and (z) above; (viii) certified copies of (x) the organizational or constitutional document of Initial Borrower and each Effective Date Guarantor, (y) resolutions evidencing the authority for and the validity of this Agreement, and, in the case of Initial Borrower, the Notes and (z) all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and, in the case of the Borrower, the Notes; (ix) an officer’s certificate of Initial Borrower and each Effective Date Guarantor, certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement (and, in the case of the Borrower, the Notes) and the other documents to be delivered hereunder; (x) (A) a letter of status from the Companies Registration Office of Ireland dated a date reasonably close to the Effective Date as to the status of Parent together with a copy of the board minutes of the Company appointing each of Xxxx XxXxxxx and Xxxxxx Xxxxx as directors and a certified copy of the constitution documents of Parent as of the Effective Date and (B) an (i) up-to-date extract from the trade register of the Dutch chamber of commerce of Holdings 2 or (ii) if such extract is not yet available, a true and complete copy of the resolutions duly adopted by the sole shareholder of Holdings 2 dated May 20 2012, appointing X.X. XxXxxxx as director A and Intertrust (Netherlands) B.V. as director B of Holdings 2; (xi) a certificate from the Secretary of State of Ohio dated a date reasonably close to the Effective Date as to the good standing of and organizational documents filed by Initial Borrower; and (xii) a certificate of the Secretary of Initial Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; certifying that (cA) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements no Default as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; Effective Date has occurred and is continuing, and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (qB) the representations and warranties contained in Article 5 shall be 4 are true and correct in all material respects on and as of Closing the Effective Date as if made on and as of such date. (b) [Reserved] (c) the Administrative Agent shall have received a copy, certified by Initial Borrower, of the Press Release and the Transaction Agreement. The Administrative Agent shall promptly notify the Borrower and the Banks of the occurrence of the Effective Date, and no Event such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of Default Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank 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 Bank unless the Administrative Agent shall have occurred and be continuing, or would exist after giving effect received notice from such Bank prior to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Amendment shall not be effective unless and until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent and each of the Lenders party hereto (the date of such fulfillment, the “Second Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower and the Lenders, which constitute Majority Lenders; (b) The effectiveness Administrative Agent shall have received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the Second Amendment Effective Date (in an amount equal to $1,505,257.60 with respect to the Tranche A Term Loans and $20,022.95 for the Tranche B Term Loans), which interest shall be paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A Term Loans or Tranche B Term Loans, as applicable (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents is subject from and after the Second Amendment Effective Date); (c) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and the Lenders, including, without limitation, (x) the fees and out-of-pocket expenses of Xxxxxxxx & Xxxxxxxx LLP, as outside counsel to Administrative Agent and the Oaktree Lenders and (y) the fees out-of-pocket expenses of Xxxx, Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as outside counsel to certain other Lenders; provided that the aggregate amount of such expenses obligated to be paid by the Borrower pursuant to this clause (y) shall not exceed $150,000; (d) The unused portion of the advance payment paid by the Borrower to Sidley Austin LLP shall have been returned to the Borrower (net of $100,000 which may be retained by Xxxxxx Xxxxxx LLP as an advance payment); (e) The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided further that the Specified Default shall be excluded with respect to any representation and warranty; (f) At the time of and after giving effect to this Amendment, no fact or condition precedent exists that Bank could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and (g) The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Second Amendment Effective Date, for each such Person and (y) a certificate, dated as of the Second Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: 6 (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. (i) The Administrative Agent shall have received a Borrowing Notice as required pursuant to Section 2.02 of the Credit Agreement. (j) The Administrative Agent shall have received, in form and substance reasonably satisfactory to Bankthe Administrative Agent, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information documents, instruments and agreements as Bank may are reasonably requestrequested by the Administrative Agent and the Lenders. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis Each Lender holding Tranche B Term Loans or Tranche B Term Loan Commitments as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default Second Amendment Effective Date shall have occurred and be continuingreceived warrants, or would exist after giving effect substantially in the form attached to the closing Credit Agreement as Exhibit O, duly executed and delivered by the Borrower, exercisable for the number of shares of common stock of the Loan Documents; (r) an audit of Borrower set forth on Schedule 3 to the Collateral, Credit Agreement across from such Xxxxxx’s name under the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriatecolumn labelled “Second Amendment Effective Date Warrants”.

Conditions Precedent to Effectiveness. This Amendment shall not be effective and each Lender shall not be obligated to make its Tranche A-2 Loans unless and until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent and each of the Lenders party hereto (the date of such fulfillment, the “First Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower and the Lenders, which constitute Majority Lenders; (b) The effectiveness Administrative Agent shall have received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the First Amendment Effective Date (in an amount equal to $1,104,103.78), which interest shall be paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A-1 Term Loans (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents is subject from and after the First Amendment Effective Date); 4886-6992-8312 v.3 (c) The Borrower shall have made the quarterly payment to the Purchasers pursuant to Section 2.02(c) of the Revenue Interest Financing Agreement for the fiscal quarter ending June 30, 2023 in an amount equal to $510,274 (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to the RIFA Agent for the account of the Purchasers); (d) The Borrower shall have paid $250,000 to Xxxxxxxx & Xxxxxxxx LLP, as outside counsel to Administrative Agent and the Lenders, in partial satisfaction of its fees and out-of-pocket expenses accrued to date (it being agreed that such amount shall be netted from the proceeds of the Tranche A-2 Term Loans funded on the First Amendment Effective Date and such amount shall be remitted by the Administrative Agent to Xxxxxxxx & Xxxxxxxx LLP for the account of the Purchasers); (e) The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided further that the Specified Default shall be excluded with respect to any representation and warranty; (f) At the time of and after giving effect to this Amendment, no fact or condition precedent exists that Bank could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and (g) The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the First Amendment Effective Date, for each such Person and (y) a certificate, dated as of the First Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and 4886-6992-8312 v.3 (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. (i) The Administrative Agent shall have received a Borrowing Notice as required pursuant to Section 2.02 of the Credit Agreement. (j) The Administrative Agent shall have received, in form and substance reasonably satisfactory to Bankthe Administrative Agent, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, instruments and completion of such other matters, agreements as Bank may are reasonably deem necessary or appropriaterequested by the Administrative Agent and the Lenders.

Conditions Precedent to Effectiveness. The This Agreement shall be effective at such time as (i) the Seller shall have caused the amount of the aggregate outstanding Capital of the Receivable Interests, ratably in accordance with their respective Capital, to be reduced to an amount resulting in no Cure Amount, determined on the basis of the Daily Report furnished pursuant to SUBSECTION (F) below, (ii) the Administrative Agent and each Member shall have received all fees and expenses required to be paid on or before the New Closing Date pursuant to the terms of this Agreement, (iii) the Facility Termination Date shall not have occurred, (iv) the conditions precedent to the effectiveness of the Loan Documents is subject to the condition precedent that Bank Purchase Agreement shall have receivedbeen satisfied and (v) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to Bank, the followingAdministrative Agent and in sufficient copies for the Administrative Agent and each Group Managing Agent: (a) this This Agreement;, duly executed by each of the parties hereto. (b) a certificate The Parent Undertaking, duly executed by WORLDCOM. (c) The Receivables Contribution and Sale Agreement, duly executed by each Originator, WORLDCOM as the Buyer's Servicer, and the Seller. (d) The Consent and Agreement, duly executed by the Seller and each Originator. (e) Favorable opinions of (i) Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C., counsel to the Originators, WORLDCOM and the Selxxx, xn substantially the form of Exhibits H-1A and B to the Purchase Agreement, (ii) Michele C. Kloeppel, Assistant Corporate General Counsel of WOXXXXXX, xx xxxxxxxxially the form of Exhibit H-2 to the Purchase Agreement, (iii) Thacher Proffitt & Wood, New York counsel to the Originators, XXXXXXXX xxx xxx Sexxxx, in substantially the form of Exhibit H-3 to the Purchase Agreement, (iv) Michael H. Salsbury, General Counsel of WORLDCOM, in substantixxxx xxx xxxx xx Xxhibit H-4 to the Purchase Agreement, and (v) Morris, Nichols, Arsht & Tunnell, Delaware counsel to the Seller and the Originators, ix xxxxxantially the form of Exhibit H-5 to the Purchase Agreement. (f) A Daily Report as of May 22, 2002. (g) An Officer's Certificate, duly executed by an authorized officer of the Secretary Seller, stating that: (A) The representations and warranties contained in SECTION 4.01 of Borrower with respect this Agreement are correct on and as of the New Closing Date, both before and after giving effect to incumbency this Agreement; and (B) No event has occurred and resolutions authorizing is continuing, or would result from the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) Agreement and the performance by the Seller of its obligations hereunder, which constitutes an Event of Termination or a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved];Potential Event of Termination. (h) [reserved];An Officer's Certificate, duly executed by an authorized officer of the Servicer, stating that: (A) The representations and warranties contained in SECTION 4.02 of this Agreement are correct on and as of the New Closing Date, both before and after giving effect to this Agreement; and (B) No event has occurred and is continuing, or would result from the execution and delivery of this Agreement and the performance by the Servicer of its obligations hereunder, which constitutes an Event of Termination or a Potential Event of Termination. (i) payment An Officer's Certificate, duly executed by an authorized officer of each of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence Originators, stating that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true SECTION 3.01 of the Receivables Contribution and Sale Agreement are correct in all material respects on and as of the New Closing Date, both before and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing this Agreement. (j) A certificate of the Loan Secretary or Assistant Secretary of WORLDCOM certifying (i) that there have been no changes to its Articles or Certificate of Incorporation since the Amendment Closing Date, or if there have been any changes, a copy of such Articles or Certificate duly certified by the Secretary of State of Georgia as of a recent date acceptable to the Administrative Agent, (ii) that there have been no changes to its by-laws since the Amendment Closing Date, or if there have been any changes, a copy of such by-laws, (iii) the names and true signatures of the officers of WORLDCOM authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder and (iv) a copy of the resolutions of the Board of Directors of WORLDCOM authorizing the transactions contemplated by this Agreement and the other Transaction Documents;. (k) A certificate of the Secretary or Assistant Secretary of the Seller certifying (i) that there have been no changes to its Certificate of Incorporation since the Amendment Closing Date, (ii) that there have been no changes to its by-laws since the Amendment Closing Date, (iii) the names and true signatures of the officers of the Seller authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder and (iv) a copy of the resolutions of the Board of Directors of the Seller authorizing the transactions contemplated by this Agreement and the other Transaction Documents. (l) A certificate of the Secretary or Assistant Secretary of each Originator certifying (i) that there have been no changes to its Certificate of Incorporation since the First Closing Date or the Amendment Closing Date (whichever date such Certificate was furnished to the Administrative Agent or its predecessor), as the case may be, or if there have been any changes, a copy of such Certificate duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Administrative Agent, (ii) that there have been no changes to its by-laws since the First Closing Date or the Amendment Closing Date (whichever date such by-laws were furnished to the Administrative Agent or its predecessor), or if there have been any changes, a copy of such by-laws, (iii) the names and true signatures of the officers of such Originator authorized on its behalf to sign the Consent and Agreement and the other Transaction Documents to be delivered by it hereunder, and (iv) a copy of the resolutions of the Board of Directors of such Originator authorizing the transactions contemplated by the Receivables Contribution and Sale Agreement and the other Transaction Documents to which such Originator is a party. (m) Copies of good standing certificates for each of the Seller, WORLDCOM and the Originators, issued as of a recent date acceptable to the Administrative Agent by the Secretaries of State of their respective states of incorporation. (n) The Fee Letters dated as of the New Closing Date duly executed by all parties thereto. (o) Proper UCC-3 financing statements for each of the financing statements delivered pursuant to SECTIONS 3.02(D) and (J) of the A&R Parallel Purchase Commitment (except for those filed against CMC and Partners) to be filed under the UCC amending the name of the secured party therein from Bank One as Administrative Agent to JPMorgan as Administrative Agent. (p) Collection Notices for the Lock-Box Accounts in which at least 40% of the Recent Collections were deposited, duly executed by the respective Lock-Box Banks and the owner of the Lock-Box Accounts (that is, the Seller), indicating daily settlement transfers of Collections to the Concentration Account and giving "control" (within the meaning of Section 9-104 of the UCC in effect in the State of New York) to the Administrative Agent. (q) An assignment by Bank One to JPMorgan as Administrative Agent of all of Bank One's right, title and interest as Administrative Agent in, to and under the Collection Notices as defined in, and entered into pursuant to, the Original Parallel Purchase Commitment or the A&R Parallel Purchase Commitment. (r) an audit The cancellation and return by Bank One of the CollateralLetter of Credit as defined in, and issued pursuant to, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateA&R Parallel Purchase Commitment.

Conditions Precedent to Effectiveness. The effectiveness of the this Loan Documents is Modification Agreement shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following:“Loan Modification Effective Date”): (a) the Agent shall have received counterparts of this AgreementLoan Modification Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Accepting Tranche C Term Lenders; (b) a certificate at the time of and immediately after giving effect to the transactions contemplated hereby, each of the Secretary conditions set forth in Section 4.01(b) and Section 4.01(c) of Borrower with respect the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to incumbency be “the Loan Modification Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “transactions contemplated by this Loan Modification Agreement”, and resolutions authorizing the execution and delivery parenthetical in Section 3.13(a) of this Agreementthe Credit Agreement shall be disregarded; (c) UCC National Form Financing Statementthe Agent shall have received a certificate dated as of the Loan Modification Effective Date and executed by a Financial Officer of the Borrower with respect to the condition set forth in paragraph (b); (d) a payoff letter the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with respect to Borrower’s Indebtedness to East West Bank;those delivered on the 2015 Effective Date; and (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; the Agent shall have received (i) payment for the account of each Accepting Tranche C Term Lender, an extension fee in an amount equal to 0.50% of the aggregate principal amount of the Extended Tranche C Term Loans of such Accepting Tranche C Term Lender and (ii) all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information required arranger of the transactions contemplated hereby or by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Loan Modification Effective Date in connection with this Loan Modification Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Loan Modification Effective Date; (ii) year-to date financial statements as . The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Loan Modification Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents is this Amendment shall be subject to the condition satisfaction or waiver by the New Revolving Lenders, the New Term B Loan Lender and the New Term A Loan Lenders of the following conditions precedent that Bank (the date on which such conditions precedent are first satisfied or waived, the “Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have receivedreceived counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent and Collateral Agent, (iv) each of the New Revolving Lenders, (v) each of the Issuing Banks under the Amended and Restated Agreement, (vi) the New Term B Loan Lender (which, for the avoidance of doubt, together with the New Revolving Lenders, constitute the Required Lenders under the Existing Credit Agreement) and (vii) each of the New Term A Loan Lenders. (b) The Borrower shall have delivered, or shall have caused to be delivered, in accordance with the provisions of the Senior Notes Indenture, a notice of redemption to the holders of the Senior Notes, with the Redemption Date (as defined in the Senior Notes Indenture) to be the Amendment Effective Date. (c) The Borrower shall have, substantially concurrently with the making of the New Term B Loan and New Term A Loans, paid (i) all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (A) the Revolving Loans outstanding immediately prior to the effectiveness of this Amendment, if any, (B) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (C) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment and (ii) all principal of, and all accrued and unpaid interest, fees and other amounts, including any make-whole premium, with respect to the Senior Notes. (d) The Administrative Agent (or its counsel) shall have received the following: (i) the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Loan Parties, in form and substance reasonably satisfactory to Bankthe Administrative Agent; and (ii) the executed legal opinion of Xxxxxxx & Xxxxxxxxxx LLP, special Wisconsin counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent (or its counsel) shall have received a certificate from the Borrower, dated the Amendment Effective Date, certifying that the representations and warranties set forth in Section 6 of this Amendment are true and correct as of the Amendment Effective Date. (f) The Administrative Agent (or its counsel) shall have received a certificate from each Loan Party, dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments (including a good standing certificate from each Loan Party from its jurisdiction of organization). (g) The Agents, the following:Lead Arrangers (as defined in the Amended and Restated Credit Agreement) and the Lenders shall have received all fees and expenses required to be paid or delivered by the Borrower to them on or prior to the Amendment Effective Date, including pursuant to (x) the Engagement Letter dated as of May 10, 2021, among the Borrower and the Lead Arrangers, and (y) the fee letters referred to therein. (ah) this Agreement; The Administrative Agent (bor its counsel) shall have received a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment chief financial officer of the fees and Bank Expenses then due specified Borrower (or another authorized officer of the Borrower) substantially in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior form attached as Exhibit P to the Closing Date; (ii) year-to date financial statements as Amended and Restated Credit Agreement, certifying the solvency of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; Borrower and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein its Restricted Subsidiaries on a pro forma Consolidated basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing transactions contemplated hereby. (i) The Administrative Agent shall have received, at least three days prior to the Amendment Effective Date, all documentation and other information regarding the Borrower required by applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Amendment Effective Date, and a Beneficial Ownership Certification from the Borrower and each other Loan Documents;Party, if any, that is a “legal entity customer” under the Beneficial Ownership Regulation. (rj) an audit The Administrative Agent shall have received a Borrowing Request with respect to the New Term B Loan, the New Term A Loans and Revolving Loans under the New Revolving Facility (if applicable), in each case as required by the Amended and Restated Credit Agreement. The Administrative Agent shall notify the Borrower and the Lenders of the CollateralAmendment Effective Date, the results of which and such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness This Eleventh Amendment shall not be effective until each of the Loan Documents is subject following conditions precedent has been fulfilled to the condition precedent that Bank sole satisfaction of the Lender: (a) This Eleventh Amendment shall have receivedbeen duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Lender. (b) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Obligors of this Eleventh Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender. (c) The Lender shall have received from the Obligors an amendment fee in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully and irrevocably earned by the Lender upon execution of this Amendment, and is non-refundable to the Obligors. (d) After giving effect to the matters contemplated by this Eleventh Amendment, including, without limitation, the repayment in full of the Aston 2016 Debt and the Energy Source Debt, Availability shall not be less than $8,500,000.00. (e) The Lender shall have received from the Obligors written confirmation that the Aston 2016 Debt and the Energy Source Debt have been paid in full, in form and substance reasonably satisfactory to Bank, the following:Lender. (af) this Agreement; (b) a certificate The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the Secretary Obligors certifying (i) that the attached copies of Borrower with respect to incumbency such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees Eleventh Amendment and Bank Expenses then due specified in Section 2.5(a) all documents referenced therein and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; related thereto are true and (iv) complete, and that such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof resolutions are in full force and effect, together were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor respect to this credit facility; and (iii) to the title, name and signature of Bank;each Person authorized to sign such documents. (og) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618;The Lender shall have received an executed written opinion of Xxxxxxxxxx Xxxxxxx LLP with regard to the matters addressed in this Eleventh Amendment in form and substance satisfactory to the Lender. (ph) confirmation that Borrower is not involved in material litigation;The Lender shall have received fully-executed (as applicable) copies of all items set forth on the Lender’s closing checklist which has been provided to the Obligors. (qi) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request. (j) In accordance with the terms and conditions of Loan Agreement, the Obligors shall pay to Lender (i) all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and delivery of this Eleventh Amendment and all documents related thereto and/or associated therewith through and including January 25, 2017 in the amount of $37,270.40, and (ii) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect outstanding attorneys’ fees due prior to the closing Eleventh Amendment Effective Date in the amount of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate$8,643.02.

Conditions Precedent to Effectiveness. 7.1 The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Agreement and each and every provision hereof, and this Agreement shall be effective as of the date upon which such conditions precedent shall be fully and completely satisfied (such date being the “Forbearance Effective Date”): (a) a copy of this Agreement shall have been originally executed by the Borrower and the Lender; (b) the Borrower shall have paid $300,000 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, to be applied to pay a portion of the accrued interest outstanding under the Secured Bridge Note; (c) the Borrower shall have paid $95,765.91 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, representing fees and expenses (including attorneys’ fees) reimbursable pursuant to Section 11(u) of the Secured Bridge Note; (d) ABE Fairmont shall have entered into an amendment of the CoBank Loan Documents to amend, among other things, Sections 11(A) and 11(B), respectively, of the Master Loan Agreement dated as of November 20, 2006 between Farm Credit Services of America, FLCA and ABE Fairmont (as amended) to provide for (i) a reduction of the minimum working capital amount to $8,000,000 through February 2010, increasing to $9,000,000 effective March 2010 through August 2010, then increasing to $10,000,000 effective September 2010 and thereafter, and (ii) a minimum net worth test of not less than $48,000,000, increasing to $49,000,000 effective March 2010 and further increasing to $50,000,000 effective September 2010 and thereafter, and waiving action for anticipated violation of the current $52,000,000 requirement for April 2009, so long as net worth is subject not less than $48,000,000, such amendment to be in form and substance satisfactory to the condition precedent that Bank Lender; (e) the Borrower shall have receivedopened the Blocked Account with U.S. Bank, National Association (“U.S. Bank”) and the Borrower, U.S. Bank and the Lender shall have entered into the Control Agreement in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved];Lender; and (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment the Lender shall have received a complete copy of each compliance package, including financial statements, compliance certificates and other deliverables, as applicable, delivered by ABE Fairmont to CoBank as the fees administrative agent under the CoBank Loan Documents, as of and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ABE Fairmont’s fiscal year ended at least 30 days prior September 30, 2008, fiscal quarter ended December 31, 2008 and, to the Closing Date; (ii) year-extent previously delivered to date financial statements as of the last day of the most recent month CoBank, fiscal quarter ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably requestMarch 31, 2009. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents is this Amendment shall be subject to the condition satisfaction or waiver by the Refinancing Revolving Lenders, the Refinancing Term Lenders and the 2-10 Acquisition Incremental Term Lenders of the 10 following conditions precedent that Bank (the date on which such conditions precedent are first satisfied or waived, the “Amendment No. 2 Effective Date”): (a) The Administrative Agent (or its counsel) shall have receivedreceived counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent, (iv) each of the Refinancing Revolving Lenders, (v) each of the Issuing Banks under the Amended Credit Agreement, (vi) each of the Refinancing Term Loan Lenders and (vii) each of the 2-10 Acquisition Incremental Term Loan Lenders. (b) The Borrower shall have, substantially concurrently with the making of the Refinancing Term Loans, paid all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (i) the Revolving Loans outstanding immediately prior to the effectiveness of this Amendment, if any, (ii) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (iii) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Administrative Agent (or its counsel) shall have received the following: (i) the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Loan Parties, in form and substance reasonably satisfactory to Bank, the following:Administrative Agent; and (aii) this Agreement; (b) a certificate the executed legal opinion of Xxxxxxx & Xxxxxxxxxx LLP, special Wisconsin counsel to the Secretary of Borrower with respect Loan Parties, in form and substance reasonably satisfactory to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement;Administrative Agent. (d) The Administrative Agent (or its counsel) shall have received a payoff letter with respect to certificate from the Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of , dated the fees Amendment No. 2 Effective Date, certifying that the representations and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants warranties set forth in Section 6.8 herein on a pro forma basis as 6 of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof this Amendment are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and (or in all respects if qualified by materiality) as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.Amendment No. 2

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Tranche L Term Lenders to make the Tranche L Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 17 Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche L Term Lenders; (b) at the time of and immediately after giving effect to the making of the Tranche L Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 17 Effective Date” in each place they appear therein, (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall be deemed to refer to the lender presentation delivered in connection with the Tranche L Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Tranche L Transactions”, (iii) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (iv) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023, March 31, 2024 and June 30, 2024”; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Amendment No. 17 Effective Date after giving effect to the Tranche L Transactions, including the making of the Tranche L Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the Amendment No. 17 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) and (c) above; (e) the Agent shall have received a notice of borrowing with respect to the Tranche L Term Loans in accordance with Section 2.03 of the Amended Credit Agreement; (f) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: Tranche L Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]above); (g) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (h) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 17 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Tranche L Term Lender at least five Business Days prior to the Amendment No. 17 Effective Date; and (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the Tranche L Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 17 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least 30 days one Business Day prior to the Closing Amendment No. 17 Effective Date; (ii) year-to date financial statements as ). The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Amendment No. 17 Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The 3.The effectiveness of this Agreement and the Loan Documents is obligations of the Additional Tranche F Term Lenders to make Initial Additional Tranche F Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Initial Additional Tranche F Term Loan Effective Date”): (i) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Tranche F Term Lenders; (ii) at the time of and immediately after giving effect to the making of the Initial Additional Tranche F Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Initial Additional Tranche F Term Loan Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “Additional Tranche F Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be deemed to be “(assuming for purposes hereof that the 2016 Specified Dividend is made on the Additional Tranche F Term Loan Effective Date)”; (iii) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Initial Additional Tranche F Term Loan Effective Date after giving effect to the Additional Tranche F Transactions, including the making of the Additional Tranche F Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (iv) the Agent shall have received a certificate dated as of the Initial Additional Tranche F Term Loan Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraphs (b) and (c) above; (v) the Agent shall have received a notice of borrowing with respect to the Initial Additional Tranche F Term Loans in accordance with Section 2.03 and Section 2.24(a) of the Credit Agreement; (vi) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior Agent to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; effect that Holdings and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein its Subsidiaries, on a pro forma consolidated basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing Additional Tranche F Transactions, are solvent (within the meaning of Section 3.13 of the Loan DocumentsCredit Agreement, as modified in the same manner as set forth in clause (b) above); (rvii) an audit of the CollateralAgent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the results of which Second Restatement Date; (viii) the Agent shall be satisfactory have received, at least three Business Days prior to Bankthe Initial Additional Tranche F Term Loan Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Additional Tranche F Term Lender at least five Business Days prior to the Initial Additional Tranche F Term Loan Effective Date; and (six) such the Agent shall have received (x) payment of all fees set forth in Section 4(a) hereof and (y) payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Tranche F Term Loans or required by Section 9.03 of the Credit Agreement or by any other documentsLoan Document to be reimbursed by the Borrower on the Initial Additional Tranche F Term Loan Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Initial Additional Tranche F Term Loan Effective Date. The Agent shall notify the Borrower and the Lenders of the Initial Additional Tranche F Term Loan Effective Date, and completion of such other matters, as Bank may reasonably deem necessary or appropriatenotice shall be conclusive and binding.

Conditions Precedent to Effectiveness. This Agreement shall become effective on the first date (the “Second Amendment to Second Amended and Restated Credit Agreement Effective Date”) on which all the following conditions are satisfied: (a) The effectiveness Administrative Agent (or its counsel) shall have received from each party hereto, including Lenders constituting the “Required Revolving Lenders” under and as defined in the Existing Credit Agreement, a counterpart of this Amendment signed on behalf of such party. | (b) The Administrative Agent shall have received a reaffirmation agreement in respect of the Security Agreement, executed and delivered by each Loan Documents is subject to the condition precedent that Bank shall have received, Party and in form and substance reasonably satisfactory acceptable to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;Administrative Agent. (c) UCC National Form Financing Statement;Both prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the Second Amendment to Second Amended and Restated Credit Agreement Effective Date. (d) a payoff letter with respect As of the Second Amendment to Borrower’s Indebtedness Second Amended and Restated Credit Agreement Effective Date (both prior to East West Bank; (eand after giving effect to this Amendment) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; all representations and warranties contained in Section 3 of this Amendment and in Article 3 of the Existing Credit Agreement shall be true and correct in all material respects, except that (i) payment for purposes of the fees and Bank Expenses then due specified in Section 2.5(a) and this clause (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereofd), evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 Section 3.04(a) of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Existing Credit Agreement, (ii) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects on and as of Closing Datesuch earlier date and (iii) to the extent that such representations and warranties are already qualified or modified by materiality in the text thereof, they shall be true and no Event of Default correct in all respects. (e) The Lenders party hereto and the Administrative Agent shall have occurred received on or before the Second Amendment to Second Amended and Restated Credit Agreement Effective Date payment of all expenses required to be continuing, or would exist after giving effect reimbursed by the Borrower for which invoices have been presented at least two (2) Business Days prior to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory Second Amendment to Bank; and (s) such other documents, Second Amended and completion of such other matters, as Bank may reasonably deem necessary or appropriateRestated Credit Agreement Effective Date.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents is this Agreement shall be subject to the condition satisfaction or waiver by each Continuing Revolving Credit Lender and Additional Revolving Credit Lender of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following:“Amendment No. 8 Effective Date”): (a) the Agent shall have received counterparts of this AgreementAgreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Continuing Revolving Credit Lenders and (iv) the Additional Revolving Credit Lenders; (b) a certificate on and as of the Secretary Amendment No. 8 Effective Date, each of Borrower with respect the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to incumbency be “Amendment No. 8 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Revolving Facility Transactions” and resolutions authorizing the execution and delivery parenthetical in Section 3.13(a) of this Agreementthe Credit Agreement shall be disregarded; (c) UCC National Form Financing Statementthe Agent shall have received a certificate dated as of the Amendment No. 8 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) a payoff letter the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with respect to Borrower’s Indebtedness to East West Bankthose delivered on the Amendment No. 7 Effective Date; (e) [reserved];the Agent shall have received, at least three Business Days prior to the Amendment No. 8 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Revolving Credit Lender at least five Business Days prior to the Amendment No. 8 Effective Date; and (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arranger of the extension of the Revolving Credit Commitments or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 8 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.Amendment No. 8

Conditions Precedent to Effectiveness. The effectiveness Notwithstanding any other provisions of this Third Amendment Agreement to the contrary, the amendments to the Purchase Agreement contained in Section 1 of this Third Amendment Agreement and the amendment and restatement of the Loan Documents is subject Bigger Secured Notes, Security Agreement, Bigger Warrants and Bigger Unsecured Notes pursuant to Sections 2, 3, 4, and 5 of this Third Amendment Agreement (collectively, the “Document Amendments”) shall not become effective until each of the following conditions set forth in this Section 6 has been satisfied (in each case to the condition precedent satisfaction of the Bigger Funds) or waived in writing by the Bigger Funds; provided, for the avoidance of doubt, that Bank upon becoming effective, the Document Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) The Bigger Funds shall have receivedreceived this Third Amendment Agreement, duly executed and delivered by Eastside and the Bigger Funds; (b) The Bigger Funds shall have received the Debt Satisfaction Agreement, duly executed and delivered by Eastside, the Bigger Funds, Aegis, LD, TQLA and the Bigger-Aegis-LD SPV, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementBigger Funds; (c) UCC National Form Financing StatementThe transactions contemplated to occur at the closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Bigger-Aegis-LD SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) a payoff letter with respect The Bigger Funds shall have received the Bigger-Aegis Intercreditor Agreement, duly executed and delivered by Eastside, Craft Canning, Aegis and the Bigger Funds, in form and substance satisfactory to Borrower’s Indebtedness to East West Bankthe Bigger Funds; (e) [reserved]Bxxxxx shall have received the A&R Second Closing Bigger Secured Note, duly executed and delivered by Exxxxxxx and Bxxxxx; (f) [reserved]District 2 shall have received the A&R Second Closing District 2 Secured Note, duly executed and delivered by Eastside and District 2; (g) [reserved]The Bigger Funds shall have received the A&R Security Agreement, duly executed and delivered by Eastside and the Bigger Funds; (h) [reserved]Bigger shall have received the A&R Bigger Warrant, duly executed and delivered by Eastside and Bxxxxx; (i) payment of District 2 shall have received the fees A&R District 2 Warrant, duly executed and Bank Expenses then due specified in Section 2.5(a) delivered by Eastside and (b) hereofDistrict 2; (j) initial reporting which includes: Bxxxxx shall have received the A&R First Bigger Unsecured Note and the A&R Second Bigger Unsecured Note, in each case duly executed and delivered by Eastside and Bigger; (k) District 2 shall have received the A&R First District 2 Unsecured Note and the A&R Second District 2 Unsecured Note, in each case duly executed and delivered by Eastside and District 2; (l) Eastside and Craft Canning shall have delivered to the Bigger Funds copies of the following, in each case certified by a duly authorized officer: (i) As to each of Eastside and Craft Canning, resolutions authorizing the information required execution, delivery and performance by Section 6.3(aEastside of this Third Amendment Agreement and any other documents executed by Eastside and/or Craft Canning in connection herewith (including, without limitation, the Bigger-Aegis-LD Intercreditor Agreement); and (ii) herein for Certificates of the most recent month ended at least appropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, as applicable, as to the existence and good standing of Eastside and Craft Canning, each dated within 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]hereof; (m) [reserved]; (n) subject The Bigger Funds shall have received such other instruments and documents incidental and appropriate to Section 6.12 hereofthe transactions provided for herein as the Bigger Funds or their counsel may reasonably request, evidence and all such documents shall be in form and substance satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateBigger Funds.

Conditions Precedent to Effectiveness. The effectiveness of the Loan Documents amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Closing Date and the obligation of the Lender Group (or any member thereof) to make any initial Advance on the Closing Date (or otherwise to extend any credit provided for hereunder on the Closing Date), is subject to the condition fulfillment or waiver, to the satisfaction of Agent, of each of the conditions precedent that Bank set forth below: (a) Intentionally Omitted; (b) Intentionally Omitted; (c) Agent shall have receivedreceived each of the following documents, all in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) the Disbursement Letter, (ii) the Fee Letter, (iii) the Guarantor Security Agreement, (iv) the Guaranty, (v) the Intercompany Subordination Agreement, (vi) the Intercreditor Agreement, (vii) the Majestic Star Ship Mortgage, (viii) the Colorado Mortgage, the Indiana Mortgage and the Mississippi Mortgage, (ix) the Officers’ Certificate, (x) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Subordination of Colorado Mortgage, (xii) the Subordination of Indiana Mortgage, (xiii) the Subordination of Mississippi Mortgage, (xiv) the Subordination of Majestic Star Ship Mortgage, (xv) the Subordination of Preferred Fleet Mortgage, (xvi) the Trademark Security Agreement, and (xvii) the Tunica Ship Mortgage; (d) The Loan Parties shall have exercised commercially reasonable efforts to deliver to Agent the Collateral Access Agreements, (e) Documentation evidencing the termination and discharge of the Existing Indentures, all Indebtedness evidenced thereby or related thereto and any Liens granted pursuant thereto in and to the properties and assets of the Loan Parties and their Subsidiaries (including, without limitation, mortgage releases and UCC termination statements or the conversion of all Indebtedness evidenced thereby into Stock of Holdings), in each case in accordance with the Plan of Reorganization, (f) Agent shall have received a certificate of the chief financial officer of Parent, in his or her capacity as such in form and substance satisfactory to Agent in its sole discretion (the “Solvency Certificate”), certifying that after giving effect to the consummation of the Plan of Reorganization on the Closing Date, the Loan Parties on a consolidated basis, are Solvent; (g) Except with respect to Cage Cash and Excluded Deposit Accounts, the Loan Parties shall have established all of their depository and treasury management relationships with Xxxxx Fargo or one of its Affiliates, and Agent, except to the extent set forth in Section 3.2, shall have received the Control Agreements, in form and substance reasonably satisfactory to BankAgent, duly executed by the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency applicable Loan Party thereof, which shall be in full force and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]effect; (h) [reserved]Agent shall have received evidence of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens); (i) payment Agent shall have received, for the benefit of the fees and Bank Expenses then due specified Lenders (as defined in Section 2.5(athe Existing Loan Agreement) and (b) hereof; (j) initial reporting which includes: a principal payment for the Existing Loan Obligations in an amount equal to the greater of (i) the information required total unrestricted cash balances (including, without limitation, Cage Cash) held by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements Borrowers as of the last day of the most recent calendar month ended at least 30 days prior to the Closing immediately preceding Reorganization Effective Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; , less $40,000,000 and (ivii) such other financial information as Bank may reasonably request.zero; (j) Agent and each Lender shall have received the approval of their respective credit authorities; (k) a current Compliance Certificate in accordance with Section 6.3 herein Bankruptcy matters: (i) The Reorganization Effective Date shall have occurred (and evidence that Borrower is in compliance with all covenants conditions precedent thereto as set forth in Section 6.8 herein the Plan of Reorganization shall have been satisfied); (ii) Agent shall have received a copy of the Confirmation Order, as duly certified by and entered on a pro forma basis as the docket of the clerk of the Bankruptcy Court, which (i) shall be in full force and effect and shall not have been stayed or reversed, and (ii) shall approve and authorize the transactions contemplated by this Agreement, the other Loan Documents and the Plan of Reorganization and otherwise shall not be inconsistent with the provisions hereof and thereof; and (iii) Agent’s and Lenders’ counsel and other professionals retained by or on behalf of such counsel shall have received payment from Borrowers of all reasonable and documented outstanding and accrued unpaid fees and expenses of such counsel and professionals pursuant to invoices delivered to Borrowers five (5) days prior to the Closing Date; (l) [reserved];Agent shall have received financing statements for filing or, with respect to the Trademark Security Agreement, Agent shall have received such Trademark Security Agreement in a form suitable for filing immediately after the Closing Date, in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral including, without limitation, filings with the United States Coast Guard or other appropriate Governmental Authority with respect to the Majestic Star Ship Mortgage and the Tunica Ship Mortgage, (m) [reserved]Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same; (n) subject Agent shall have received copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to Section 6.12 hereofthe Closing Date, evidence satisfactory to Bank that certified by the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor Secretary of Banksuch Borrower; (o) landlord waiver for 0 XxxxxxAgent shall have received a certificate of status with respect to each Borrower, Suite 100 Irvinedated within 15 days of the Closing Date, CA 92618such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; (p) confirmation Agent shall have received certificates of status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is not involved in material litigationgood standing in such jurisdictions; (q) Agent shall have received a certificate from the representations Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and warranties contained in Article 5 performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (r) Agent shall be true and correct in all material respects on and have received copies of each Guarantor’s Governing Documents, as of amended, modified, or supplemented to the Closing Date, and no Event certified by the Secretary of Default such Guarantor (or, in the case of Holdings, in the form filed with the Secretary of State of Delaware); (s) Except as set forth in Section 3.2 with respect to Holdings, Agent shall have occurred received a certificate of status with respect to each Guarantor, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (t) Intentionally Omitted; (u) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be continuingsatisfactory to Agent; (v) Agent shall have received flood zone determination certificates and evidence of flood insurance or compliance with flood insurance requirements with respect to the Mortgages; (w) Agent shall have received opinions of Borrowers’ counsel in form and substance satisfactory to Agent, including, without limitation, with respect to the Mortgages, the Majestic Star Ship Mortgage and the Tunica Ship Mortgage (except to the extent contemplated by Section 3.2); (x) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all Federal and other material tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all material taxes upon Borrowers and their Subsidiaries or would exist their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (y) Borrowers shall have Operating Liquidity, after giving effect to the closing initial extensions of credit hereunder and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, of at least $40,000,000, and Agent shall have received a certificate of the Loan Documentschief financial officer of Parent certifying as to the same; (rz) an Agent shall have received a certificate, together with supporting calculations, from Borrowers demonstrating after giving effect to the transactions contemplated on the Closing Date and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, the Revolver Usage does not exceed the Maximum Credit Amount; (aa) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to the CollateralLender Group, the results of which shall be satisfactory to BankAgent, and (ii) an inspection of each of the locations where Borrowers’ and their Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Agent; (bb) Agent shall have received Borrowers’ Closing Date Business Plan; (cc) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for Borrowers, and (ii) OFAC/PEP searches and customary individual background searches for Borrowers’ senior management and key principals, and each Guarantor, the results of which shall be satisfactory to Agent; (dd) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ee) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts reasonably satisfactory to Agent assuring Agent that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; provided, however, that such Mortgage Policies may be delivered after the Closing Date and shall not be a conditions precedent hereto, to the extent expressly contemplated by Section 3.2; (ff) Agent shall have received copies of each of the Senior Note Documents, in each case in form and substance satisfactory to Agent including, without limitation, terms which (i) in accordance with the Intercreditor Agreement, subordinate all Liens existing pursuant to or as a result of the Senior Note Documents in right of payment to the Obligations, (ii) provide for a principal amount of Indebtedness on the Closing Date not to exceed $100,600,000, (iii) provide for a maturity of at least five (5) years after the Closing Date and (iv) provide for interest payable at a per annum rate not to exceed 12.50% if paid in cash or 14.50% if paid in kind, to be payable (in accordance with the Intercreditor Agreement) no more frequently than on a semi-annual basis, together with a certificate of an officer of the Administrative Borrower certifying each such document as being a true, correct, and complete copy thereof; (gg) Borrowers shall have provided Agent with evidence satisfactory to Agent to demonstrate that (i) the offering of the Notes described in the Indenture has closed, pursuant to which Notes in an aggregate principal amount not to exceed $100,600,000 have been issued and (ii) the Senior Note Documents are in full force and effect pursuant to the terms of the Plan of Reorganization; (hh) The corporate and capital structure of Holdings and its Subsidiaries shall be in form and substance satisfactory to Agent and be in accordance with the Plan of Reorganization; (ii) Agent shall have evidence satisfactory to it that clause (i) of the definition of Land Transfer Transaction shall have been completed, together with copies of all material documents in connection therewith, including the Funding Agreement, the formation and trust documents and the final order of the Bankruptcy Court approving the same, in each case certified by an officer of Administrative Borrower on behalf of the Loan Parties; (jj) Agent shall have received an agreement, in form and substance satisfactory to it, with the trustee of the Liquidating Trust setting forth such trustee’s acknowledgement and acceptance of the Agent’s rights hereunder with respect to the Liquidating Trust and Holdings’ interests therein (including, without limitation, under Sections 2.2(d) and 7.7(b) of this Agreement and the security and voting provisions of the Stock Pledge Agreement); (kk) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby including, without limitation, approval by all applicable Gaming Authorities; and (sll) such all other documentsdocuments and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and completion of such other matters, as Bank may shall be in form and substance reasonably deem necessary or appropriatesatisfactory to Agent.

Conditions Precedent to Effectiveness. The effectiveness obligations of the Loan Documents is subject to parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the condition precedent date (the “Effective Date”) when each of the following conditions shall first have been satisfied; provided, that Bank the Effective Date shall have received(unless otherwise agreed in writing by GSMC, in form BAMI and substance reasonably satisfactory to Bankthe Borrower) be January 30, the following2007: (a) Each of the parties hereto shall have executed and delivered this Agreement; (b) a certificate each of BAMI and GSMC shall have executed and delivered to each other counterparts of an assignment and assumption agreement, in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”), for the assignment of 100% of the Secretary of Borrower with respect outstanding Loans under the Credit Agreement from GSMC to incumbency and resolutions authorizing the execution and delivery of this AgreementBAMI; (c) UCC National Form Financing StatementGSMC shall have received agreements, in form and substance satisfactory to it, from each Person to which it has sold any participation in the Loans, terminating each such participation, executed and delivered by each such participant; (d) GSMC shall have received a payoff letter with respect supplement to Borrower’s Indebtedness the Fee Letter, in the form attached hereto as Exhibit B, executed and delivered by Borrower and Parent (provided, that, to East West Bankthe extent provided in such supplement, the Fee Letter and the Commitment Letter shall terminate following the occurrence of the Effective Date (including payment to GSMC of all amounts set forth on Schedule 1 hereto)); (e) [reserved]the Escrow Agreement, dated as of November 22, 2006, by and among Borrower, Parent, Meadowlands Xxxxx L.L.C., Meadowlands Xxxxx Limited Partnership and GSMC as escrow Agent, shall have been terminated on terms satisfactory to GSMC; (f) [reserved];GSMC shall have received payment in immediately available funds of the following: (i) from BAMI, the Purchase Price set forth on Schedule 1 hereto, and (ii) from the Borrower, all fees, costs, expenses and other amounts payable pursuant to the Credit Documents, set forth on Schedule 1 hereto, in each case to the account specified on Schedule 1 hereto , provided, however, that GSMC agrees that, if it shall receive payment of the entirety of the foregoing amounts prior to 12:00 noon (Eastern) on January 30, 2007, it shall rebate to BAMI, within one Business Day thereof, a portion of the Purchase Price equal to one day’s interest accruing under the Credit Agreement on January 30, 2007 with respect to the Loans (excluding from such calculation that portion of the Loans with respect which GSMC has previously sold participations (as referred to in Section 6(c) above)); and (g) [reserved]; GSMC shall have received the Cadillac Amendment (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified as defined in Section 2.5(a) 8) duly executed and (b) hereof; (j) initial reporting which includes: (i) delivered by the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably requestparties thereto. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall not be effective unless and until each of the Loan Documents is subject following conditions precedent has been fulfilled to the condition precedent that Bank shall have received, in form satisfaction of the Collateral Agent and substance reasonably satisfactory to Bankeach of the Purchasers party hereto (the date of such fulfillment, the following:“First Amendment Effective Date”): (a) this AgreementThis Amendment shall have been duly executed and delivered by each of the Dermavant Parties, the Collateral Agent and the Purchasers; (b) a certificate The Purchasers and Collateral Agent shall have received true, correct and complete fully-executed copies of (i) the Secretary of Borrower with respect Amendment to incumbency NovaQuest Funding Agreement, (ii) the Amendment to Credit Agreement, (iii) the Equity Commitment Letter and resolutions authorizing (iv) an amendment to the execution Parity Intercreditor Agreement in form and delivery of this Agreementsubstance satisfactory to the Purchasers and Collateral Agent; (c) UCC National Form Financing Statement; Each Purchaser shall have received its Percentage Interest of the RIPSA Shares; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank[Reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; On the First Amendment Effective Date, after giving effect to the amendments contemplated hereby, (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Section 6 and Article 5 III of the Existing RIPSA shall be true and correct in all material respects as of the First Amendment Effective Date as though made on and as of Closing Date, such date and (ii) there exist no Event Events of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to BankDefault; and (sf) such other documentsThe Purchasers and Collateral Agent shall have received the following: (i) an opinion of Xxxxxxxx & Xxxxxxxx LLP, and completion counsel to each of such other mattersthe Dermavant Parties, as Bank to matters related to U.S. law; (ii) an opinion of XXXXXXX XX, Swiss counsel to each of the Dermavant Parties, as to such matters as the Purchasers may reasonably deem necessary request; (iii) an opinion of XXXXXXX XXXX & XXXXXXX LIMITED, Bermuda counsel to each of the Dermavant Parties, as to such matters as the Purchasers may reasonably request; (iv) a copy of the resolutions of each of the Dermavant Parties, certified as of the First Amendment Effective Date by an officer thereof, authorizing the execution, delivery and performance by each of the Dermavant Parties of the Amendment and the execution and delivery of the other documents to be delivered by such Person in connection herewith; (v) a certificate of the appropriate official(s) of the jurisdiction of organization, certifying as of a recent date not more than 30 days prior to the First Amendment Effective Date as to the subsistence in good standing or appropriatequalification of each of the Dermavant Parties in such jurisdiction; (vi) a copy of the organizational documents of each of the Dermavant Parties, together with all amendments thereto, certified as of the First Amendment Effective Date by an executive officer of each of the Dermavant Parties; (vii) a certificate of an officer of each of the Dermavant Parties, dated as of the First Amendment Effective Date and certifying the names and true signatures of the persons that are authorized to execute and deliver this Amendment on behalf of each of the Dermavant Parties; (viii) the results of searches for any effective financing statements, records of assignment for patents, trademarks or copyrights, tax Liens, judgment Liens, bankruptcy filings or other court proceedings, as the Purchasers shall have reasonably requested, filed against or naming Dermavant or Dermavant Sciences, Inc. or its respective property, which results shall not show any such Liens (other than Permitted Liens acceptable to the Purchasers) or bankruptcy filings or other court proceedings (other than court proceedings acceptable to the Purchasers).

Conditions Precedent to Effectiveness. The effectiveness This Fifth Amendment, Accession and Fee Agreement shall become effective when all of the Loan Documents is subject to the condition precedent that Bank conditions set forth in Section 4(a) shall have receivedbeen satisfied or waived (the “Agreement Effective Time”). The Sale Transaction Provisions shall become effective when all the conditions set forth in Section 4(b) shall have been satisfied or waived and concurrently with the Approved Sale (the “Sale Transactions Effective Time”) and the Amendment Transaction Agreements shall become effective when all the conditions set forth in Section 4(c) shall have been satisfied or waived by the Required Lenders and, as applicable, Administrative Agent (the “Amendment Transactions Effective Time”; the date on which the Agreement Effective Time occurs, the Sale Transactions Effective Time occurs and the Amendment Transactions Effective Time occurs, the “Fifth Amendment Effective Date”): (a) Conditions to Effectiveness of this Fifth Amendment, Accession and Fee Agreement. (i) The Administrative Agent and the Collateral Agent shall have received executed counterparts of this Fifth Amendment, Accession and Fee Agreement by each of the following parties, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified: (A) the Borrower, (B) each other Loan Party, (C) the Administrative Agent, (D) the Collateral Agent, (E) the Existing AHG Lenders and (F) Surpique LP. (ii) The Administrative Agent and/or the Lenders party hereto shall have received each of the following, which shall be effective as set forth therein (as applicable): (A) (x) the Purchase Agreement executed by the buyer and (y) the Escrow Agreement by and among Surpique LP, the Borrower, Farfetch UK Limited and GLAS Americas LLC, dated as of January 29, 2024 (as amended, restated, amended and restated, modified or supplemented, the “Escrow Agreement”); (B) the Tax Paper, which shall be in form and substance substantially Agreed Form (as defined in the Transaction Support Agreement) as of the date hereof; (C) the Palm Angels Letter of Undertaking; (D) evidence reasonably satisfactory to Bankthe Existing AHG Lenders that the Equity Investors have committed to provide under the A&R LPA to Surpique LP each of the following: (x) immediately after the Sale Transactions Effective Time, the Closing Date Equity Commitments and (y) at any time and from time to time beginning with the date immediately after the Fifth Amendment Effective Date through the date that is one year after the Fifth Amendment Effective Date, additional equity commitments to Surpique LP in an aggregate amount equal to $200,000,000; and (E) the Holdings Subscription Agreement and the Parent Subscription Agreement. (iii) The Approved Sale Term Loan Repurchase Offer (under and as defined in the Credit Agreement) shall have been made prior to the date hereof. (iv) The Administrative Agent, the Collateral Agent and the Lenders party hereto shall have received all of the following: (aA) this Agreementa copy of the constitutional documents of New Holdings and New Parent; (bB) a certificate copy of resolutions of the Secretary board of directors (or board of managers or other equivalent body) of each of New Holdings, New Parent, the Borrower and each other Loan Party, each (x) approving the terms of and the transactions contemplated by this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents and resolving that it execute the Loan Documents to which it is a party, including any Collateral Documents delivered in connection with respect this Fifth Amendment, Accession and Fee Agreement; (y) authorizing a specified person or persons to incumbency execute the Loan Documents to which it is a party on its behalf; and resolutions (z) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the execution and delivery of this AgreementLoan Documents to which it is a party; (cC) UCC National Form Financing Statementa copy of a resolution of the shareholders of the New Parent, approving the terms of, and the transactions contemplated by, this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents to which it is a party; (dD) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment certificates of customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of each of the fees Loan Parties, evidencing the identity, authority and Bank Expenses then due specified capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in Section 2.5(aconnection with this Fifth Amendment, Accession and Fee Agreement and/or the other Loan Documents to which such party is a party or is to be a party on the Fifth Amendment Effective Date (including specimen signatures of each such Responsible Officer) and certifying that the resolutions referred to in clauses (B) and (bC) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; above are true, correct and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein complete and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation effect and that Borrower is not involved in material litigation; (q) the representations guaranteeing and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing securing of the Loan Documents; (r) an audit of the CollateralTerm Loans would not cause any borrowing, the results of which shall guaranteeing, securing or similar limit binding on it to be satisfactory to Bankexceeded; and (sE) such other documentsa customary legal opinion of Xxxxxx & Xxxxxxx LLP in respect of, solely, existence, power and completion authority, due authorization and no conflicts with governing documents and applicable laws of such other matterseach U.S. Loan Party to enter into this Fifth Amendment, as Bank may reasonably deem necessary or appropriateAccession and Fee Agreement.

Conditions Precedent to Effectiveness. The effectiveness This Agreement will become effective on the date on which each of the following conditions is satisfied: a. The Agent shall have received from each of the Borrower, each Guarantor (as of the 2019 Term Loan Documents is subject Increase Effective Date), and the 2019 Incremental Lender a counterpart of this Agreement signed on behalf of such party; b. The Agent shall have received a legal opinion from (i) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel to the condition precedent that Bank shall have receivedBorrower and certain of the Guarantors, and (ii) local counsel with respect to each of the Guarantors as to which Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP is unable to opine, in each case in a form and in substance reasonably satisfactory to Bankthe Agent; c. The Loan Parties shall have paid (or the Agent shall have received evidence reasonably acceptable to it that the Borrower has paid (pursuant to netting or other reduction arrangements reasonably satisfactory to the Agent)), in Dollars, in immediately available funds, (i) to the Joint Lead Arrangers, the following: fees in the amounts previously agreed in writing to be received on the 2019 Term Loan Increase Effective Date; and (aii) this Agreementto the Joint Lead Arrangers and the Agent all reasonable fees costs and expenses (including, without limitation the reasonable fees, costs and disbursements of (x) Shearman & Sterling LLP, counsel for the 2019 Incremental Lender and the Agent, and (y) Xxxxxxx Xxxxx LLP, Canadian counsel for the 2019 Incremental Lender and the Agent) of the Joint Lead Arrangers and the Agent for which invoices have been presented at least one (1) Business Day prior to the 2019 Term Loan Increase Effective Date; d. The Agent shall have received at least one Business Day prior to the 2019 Term Loan Increase Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, that has been requested at least three Business Days prior to the 2019 Term Loan Increase Effective Date; e. The Agent (bor its counsel) shall have received a certificate of the Secretary Borrower, dated as of Borrower with respect the 2019 Term Loan Increase Effective Date, substantially in the form of the certificate previously delivered to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect Agent on the Closing Date, pursuant to Borrower’s Indebtedness to East West Bank; Sections 3.1(d), (e) [reserved]; ), (f) [reserved]; and (g) [reserved]to the Credit Agreement, and with the applicable attachments thereto as described in such Sections; (h) [reserved]; (i) payment of the fees f. The representations and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants warranties set forth in Section 6.8 herein on a pro forma basis as 4 of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies Credit Agreement and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 each other Loan Document shall be true true, correct and correct complete in all material respects on and as of Closing the 2019 Term Loan Increase Effective Date and with the same effect as though made on and as of such date (including with respect to this Agreement being a “Loan Document”, and the Credit Agreement as amended hereby); provided, that to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true, correct and complete in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the 2019 Term Loan Increase Effective Date or on such earlier date, as the case may be; g. The certifications set forth in Section 8 above are true and correct; and h. The Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the 2019 Term Loan Increase Effective Date, certifying that at the time of such borrowing of 2019 Incremental Term Loans and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateralthereto, the results of which Borrower shall be satisfactory to Bank; and (s) such other documentsin compliance with the Available Increase Amount, which certificate shall be in reasonable detail and completion of such other matters, as Bank may reasonably deem necessary or appropriateshall provide the calculations and basis therefor.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the 2017 Refinancing Term Lenders to make the 2017 Refinancing Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “Amendment No. 4 Effective Date”): the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2017 Refinancing Term Lenders and (iv) Lenders constituting the Required Lenders (immediately after giving effect to the making of the 2017 Refinancing Term Loans and the consummation of the Tranche D Refinancing, the Tranche E Refinancing and the Tranche F Refinancing); at the time of and immediately after giving effect to the making of the 2017 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 4 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2017 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; the Agent shall have received a certificate dated as of the Amendment No. 4 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; the Agent shall have received a notice of borrowing with respect to each of (i) the New Tranche E Term Loans and (ii) the New Tranche F Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Credit Agreement; the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior Agent to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; effect that Holdings and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein its Subsidiaries, on a pro forma consolidated basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing 2017 Refinancing Transactions, are solvent (within the meaning of Section 3.13 of the Loan Documents; Credit Agreement, as modified in the same manner as set forth in clause (rb) an audit of above); the CollateralAgent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the results of which Amendment No. 3 Effective Date; the Agent shall be satisfactory have received, at least three Business Days prior to Bankthe Amendment No. 4 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any 2017 Refinancing Term Lender at least five Business Days prior to the Amendment No. 4 Effective Date; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. (a) The resignation of the Existing Administrative Agent and Existing Collateral Agent, the appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the Loan Documents is amendments set forth in Section 2.1 of this Amendment, are subject to the condition precedent that Bank satisfaction or waiver of the following conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “Seventh Amendment Effective Date” and the time of such satisfaction or waiver of such conditions being referred to herein as the, the “Seventh Amendment Effective Time”): (1) the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Swingline Lender, the Swingline Lender, the Existing Issuing Lender, the Issuing Lender, each Exiting Lender and the Lenders representing 100% of the Commitments under the Credit Agreement have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) the Parent Borrower, the OpCo Borrower, the Successor Administrative Agent, the Successor Collateral Agent, the Swingline Lender, the Issuing Lender and the Lenders representing 100% of the Commitments have each delivered a duly executed counterpart of the Credit Agreement to the Administrative Agent; (3) each Guarantor shall have receiveddelivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (4) the Successor Administrative Agent shall have received (A) a certificate from each of the Borrowers and each other Loan Party, dated the Seventh Amendment Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) a good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (5) the Successor Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to Bankthe Administrative Agent, of the following: Parent Borrower dated as of the Seventh Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (a5) this Agreementand (6) below; (b6) a certificate each of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of Closing Date, the Seventh Amendment Effective Date as if made on and as of such date; (7) no Default or Event of Default shall have occurred and be continuing, or would exist continuing on the Seventh Amendment Effective Date after giving effect to the closing of the Loan Documentseffectiveness hereof; (r) 8) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an audit opinion from each of Debevoise & Pxxxxxxx LLP and Rxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the CollateralSeventh Amendment Effective Date; (9) (i) the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date all documentation and other information that has been requested in writing by the Successor Administrative Agent at least five Business Days prior to the Seventh Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money laundering rules and regulations, and (ii) with respect to each Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the results Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Loan Party or such Subsidiary; (10) (A) the Borrowers shall have paid to the Existing Administrative Agent, (x) for the ratable account of each applicable Lender, the aggregate outstanding principal amount of all Existing Loans and all accrued and unpaid interest and fees in respect of the Existing Loans and Existing Commitments owing to each such Lender under the Existing Credit Agreement as of the Seventh Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses separately agreed with the Parent Borrower related to the Commitments to the extent due (which may be offset against the proceeds of any Loans made under the Credit Agreement on the date hereof); (11) the Successor Administrative Agent shall be have received a notice of conversion of Eurodollar Loans (as defined in the Existing Credit Agreement) to Term SOFR Rate Loans; (12) the Successor Administrative Agent and the Term Loan Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Seventh Amendment Effective Date; (13) The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to Bankthe Administrative Agent and otherwise in compliance with the terms of the Credit Agreement; and (s14) the Existing Administrative Agent shall have received evidence of the Backstop L/C in full force and effect. The making of Revolving Credit Loans by the Lenders on the Seventh Amendment Effective Date shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that each of the conditions precedent set forth herein shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriatePerson.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the Additional Tranche C Term Lenders to make Additional Tranche C Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank(the date on which such conditions precedent are so satisfied or waived, the following:“Additional Tranche C Term Loan Effective Date”): (a) the Agent shall have received counterparts of this AgreementAgreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Tranche C Term Lenders; (b) a certificate at the time of and immediately after giving effect to the making of the Secretary Additional Tranche C Term Loans and the application of Borrower with respect the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to incumbency be “Additional Tranche C Term Loan Effective Date” in each place they appear in Section 3.13(a) and resolutions authorizing the execution and delivery of this Agreementword “Transactions” in Section 3.13(a) shall be deemed to be “Additional Tranche C Transactions”; (c) UCC National Form Financing Statementon the Additional Tranche C Term Loan Effective Date, at the time of and immediately after giving effect to the Additional Tranche C Term Loans and the application of the proceeds thereof, (i) the Consolidated Net Leverage Ratio shall be no greater than 6.50 to 1.00 and (ii) the Consolidated Secured Net Debt Ratio shall be no greater than 4.25 to 1.00; (d) the Agent shall have received a payoff letter certificate dated as of the Additional Tranche C Term Loan Effective Date and executed by a Financial Officer of the Borrower with respect to Borrower’s Indebtedness to East West Bankthe conditions set forth in paragraphs (b) and (c) above; (e) [reserved]the Agent shall have received a notice of borrowing in accordance with Section 2.03 and Section 2.24(a) of the Credit Agreement; (f) [reserved]the Agent, on behalf of itself, the arrangers of the Additional Tranche C Term Loans, the Lenders and the Issuing Bank, shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Tranche C Transactions, are solvent; (g) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Restatement Date; (h) [reserved];the Agent shall have received, at least five Business Days prior to the Additional Tranche C Term Loan Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any Additional Tranche C Term Lender as of such date; and (i) payment the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information Additional Tranche C Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended at least 30 days Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Additional Tranche C Term Loan Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced on or prior to the Closing Date; (ii) year-to date financial statements as hereof. The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Additional Tranche C Term Loan Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.

Conditions Precedent to Effectiveness. The effectiveness obligations of the Loan Documents is subject to parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the condition precedent that Bank date (the “Effective Date”) when each of the following conditions shall first have received, in form and substance reasonably satisfactory to Bank, been satisfied (which may be satisfied concurrently with the following:Effective Date): (a) each of the parties hereto shall have executed and delivered this Agreement; (b) a certificate each of the Secretary parties hereto shall have executed and delivered the transfer and assignment agreements relating to the Foreign Security Documents listed on Part II of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this AgreementSchedule 1 hereto; (c) UCC National Form Financing StatementDBTCA shall have confirmed in writing that, to its knowledge, it has received from Bank of America all documentation described on Schedule 2 hereto; (d) a payoff letter with respect DBTCA shall have confirmed in writing that it has received the items set forth on Schedule 3 hereto (other than the certificate issued by BreakFive, LLC), to Borrower’s Indebtedness to East West Bankthe extent constituting possessory Collateral; (e) [reserved]Bank of America shall have received from the Borrower payment in immediately available funds of all reasonable costs and expenses, and all fees and other amounts due and payable to it as the Existing Administrative Agent through the Effective Date in accordance with the terms of the Loan Documents and this Agreement (including reasonable fees and expenses of counsel); (f) [reserved]the Borrower shall have reimbursed the Successor Administrative Agent for all reasonable fees, costs and out-of-pocket expenses incurred by it in connection with the preparation, execution and delivery of Amendment Xx. 0, Xxxxxxxxx Xx. 0 and this Agreement (including reasonable attorneys’ fees); (g) [reserved];all Swingline Loans outstanding on the Effective Date (if any) shall have been repaid in full, together with all accrued but unpaid interest thereon; and (h) [reserved]; (i) payment DBTCA shall have received a copy of Amendment No. 2, duly executed by the fees Loan Parties, the Existing Administrative Agent, the Existing Collateral Agent, the Existing Swingline Lender and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) year-to date financial statements as of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Existing Issuing Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing Date, and no Event of Default the Amendment No. 2 Effective Date (as defined in the Amendment No. 2) shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and (s) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriateoccurred.

Conditions Precedent to Effectiveness. The effectiveness This Amendment shall become effective upon the satisfaction of the Loan Documents is subject to condition set forth in paragraph (a) below; provided that the condition precedent that Bank shall have received, amendments set forth in form and substance reasonably satisfactory to BankSections 2 through 15, the following:authorization set forth in Section 16 and the agreement set forth in Section 19 shall become effective only upon the satisfaction, on a date (the "Effective Date") on or prior to February 28, 2004, of each of the conditions set forth below (and failing such satisfaction by such date, such amendments, authorization and agreements shall cease to be of any further force or effect): (a) this Agreement;The Administrative Agent shall have received counterparts hereof duly executed and delivered by the Borrower and the Majority Lenders. (b) a certificate The Administrative Agent shall have received such evidence as it shall reasonably have requested as to the corporate power and authority of the Secretary of Borrower with respect to incumbency enter into this Amendment and resolutions authorizing to perform its obligations hereunder and under the execution and delivery of this Agreement;Credit Agreement as amended hereby. (c) UCC National Form Financing Statement; (d) The Administrative Agent shall have received a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) payment certificate of an officer of the fees and Bank Expenses then due specified in Section 2.5(a) and (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior Borrower to the Closing Date; (ii) year-to date financial statements as of effect that the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; representations and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants warranties set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof 18 are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing the Effective Date. (d) The Administrative Agent shall have received the Amendment Fees payable by the Borrower pursuant to Section 19 and all other fees payable to the Arrangers and the Administrative Agent. (e) The Security Documents shall have been amended as necessary to provide that the Liens securing the ABL Facilities Obligations will, insofar as they are applicable to cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to Section 2.04(b) of the Credit Agreement, be subordinate to the Liens securing such Letter of Credit reimbursement obligations. (f) The US Term Facility Agreement shall have been amended to require that (i) if proceeds from borrowings under the ABL Facilities Agreement pursuant to commitments becoming effective substantially concurrently with the Effective Date shall exceed $300,000,000, the Borrower shall prepay loans under the US Term Facility Agreement in an aggregate amount equal to 100% of such proceeds in excess of $300,000,000, net of the aggregate fees and out-of-pocket expenses paid by the Borrower in connection with the borrowings under the ABL Facilities and the related bank amendments and (ii) the Borrower shall apply 50% of the Net Cash Proceeds of incurrences or issuances of Senior Subordinated-Lien Indebtedness to prepay loans under the US Term Facility Agreement. (g) The US Term Facility Agreement, the ABL Facilities Agreement and the European Facilities Agreement shall have been or shall simultaneously be amended in a manner reasonably satisfactory to the Administrative Agent to permit the incurrence, issuance and sale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in each case in a manner substantially corresponding to the amendments to the Credit Agreement effected hereby, to the extent applicable. The Administrative Agent shall notify the Lenders when it determines that the foregoing conditions have been satisfied and that this Amendment has become fully effective, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding upon the Lenders.

Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the Loan Documents is obligations of the New Tranche G Term Lenders to make the New Tranche G Term Loans shall be subject to the condition satisfaction or waiver of the following conditions precedent that Bank (the date on which such conditions precedent are so satisfied or waived, the “February 2018 Refinancing Facility Effective Date”): (a) the Agent shall have receivedreceived counterparts of this Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, and (iii) the New Tranche G Term Lenders; (b) at the time of and immediately after giving effect to the making of the New Tranche G Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “February 2018 Refinancing Facility Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “February 2018 Refinancing Facility Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Agent shall have received a certificate dated as of the February 2018 Refinancing Facility Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to the New Tranche G Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Credit Agreement; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to Bankthe Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the following: February 2018 Refinancing Facility Transactions, are solvent (a) this within the meaning of Section 3.13 of the Credit Agreement; , as modified in the same manner as set forth in clause (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]above); (f) [reserved]the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 4 Effective Date; (g) [reserved];the Agent shall have received, at least three Business Days prior to the February 2018 Refinancing Facility Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent or any New Tranche G Term Lender at least five Business Days prior to the February 2018 Refinancing Facility Effective Date; and (h) [reserved]; (i) the Agent shall have received payment of the all fees and Bank Expenses then due specified reimbursement of all expenses separately agreed in Section 2.5(a) writing by the Borrower and (b) hereof; (j) initial reporting which includes: (i) the information arrangers of the New Tranche G Term Loans or required by Section 6.3(a) herein for 9.03 of the most recent month ended Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the February 2018 Refinancing Facility Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least 30 days one Business Day prior to the Closing February 2018 Refinancing Facility Effective Date; (ii) year-to date financial statements as . The Agent shall notify the Borrower and the Lenders of the last day of the most recent month ended at least 30 days prior to the Closing Date; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and (iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (l) [reserved]; (m) [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not involved in material litigation; (q) the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of Closing February 2018 Refinancing Facility Effective Date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the closing of the Loan Documents; (r) an audit of the Collateral, the results of which such notice shall be satisfactory to Bank; and (s) such other documents, conclusive and completion of such other matters, as Bank may reasonably deem necessary or appropriatebinding.