Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) a Note executed by the Company in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Subsidiary Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by the Borrower and each Loan PartySubsidiary Guarantor, together with: (A) certificates certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank or registered in the name of such nominee or nominees as the Administrative Agent shall specify and instruments instruments, if any, evidencing any Indebtedness pledged debt instruments by the Loan Parties pursuant to the Security Agreement indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name the Borrower or any Subsidiary as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or reasonably desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as account control agreements referred to in the Security Agreement and duly executed by the appropriate parties, (F) the Tesoro Consent, duly executed by each party thereto, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) subject to the provisions of the Post Closing Agreement, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, covering the fee and recorded leasehold estates and recorded easement interests owned by the Borrower or any of its Subsidiaries in the land on which the Initial Terminals, the High Plains Trunkline, and the Utah Pipelines are located, (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or reasonably desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or arrangements therefor satisfactory to the Administrative Agent have been made), (B) with respect to the Initial Terminals, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property to the extent available in the jurisdiction in which such property is located) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) estoppel and consent agreements executed by each of the lessors of the leased real properties listed on Schedule 4.01(a)(iv), and, if applicable, any such lessor’s mortgagee, along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent, (D) evidence of the insurance required by the terms of the Mortgages, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) the Post Closing Agreement duly executed by each of the parties thereto; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a favorable opinion of local counsel to the Loan Parties in each of Alaska, California, Idaho, Montana, North Dakota, Utah and Washington addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (x) a certificate of a Responsible Officer of the General Partner on behalf of all Loan Parties either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party or Loan Parties of the Transaction and the execution, delivery and performance by such Loan Party or Loan Parties and the validity against such Loan Party or Loan Parties of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xii) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the first year following the Closing Date; (xiii) a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date and the consummation of the Transaction, from the chief financial officer of the Borrower; (xiv) all existing Phase I environmental assessments and other audits, assessments, or reports relating to environmental conditions or compliance with Environmental Laws which have been previously conducted or other reports, in each case to the extent in the possession of the Borrower or to the extent existing and otherwise obtainable by the Borrower, as the Administrative Agent may reasonably require and the Administrative Agent shall be satisfied in its reasonable discretion with the condition of the properties of the Borrower and its Subsidiaries with respect to the Borrower’s and its Subsidiaries’ (or their respective predecessors’) compliance with Environmental Laws; and (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Loan Parties shall have provided true, correct, and complete copies of all Material Contracts to the Administrative Agent and the Lenders to the extent not previously provided (and the Administrative Agent and the Lenders agree that any Material Contracts filed with the SEC in connection with the Transaction shall be deemed delivered), and the Administrative Agent and the Lenders shall be satisfied in their reasonable discretion with their review thereof. None of the material terms or conditions to closing of any party set forth in the Material Contracts shall have been amended, modified or supplemented without the prior written consent of the Administrative Agent, and all conditions stated therein shall have been satisfied or, with the prior written consent of the Administrative Agent, waived. (e) The Transaction shall have been completed in accordance with the terms of the Transfer Documents and applicable Law. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of (A) this AgreementAgreement executed by the Borrower and (B) the Guaranty executed by the Guarantors (and with respect to Target, executed by a guaranty supplement), sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, executed by the Borrower and each Guarantor (and with respect to Target, executed by a supplement to join such Security Agreement); (iv) a reaffirmation of the Tesoro Consent, duly executed by each Loan Partyparty thereto (and with respect to Target, together with:executed by a supplement to join such Tesoro Consent); (Av) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of evidence that all jurisdictions actions that the Administrative Agent may deem necessary or desirable in order to ratify, reaffirm, grant and perfect or continue the perfection of the Liens created under the Collateral Documents has been taken; provided, however, that only the filing of a UCC financing statement in each Loan Parties’ jurisdiction of organization and the delivery of certificates evidencing equity interests subject to the Security AgreementAgreement shall be conditions precedent to the Initial Credit Extension on the Closing Date; (vi) a Form U-1 duly executed and completed by the Borrower; (vii) such certificates of resolutions or other action, covering incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the Collateral described General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (x) the Administrative Agent, the Arrangers and the Lenders shall have received all documentation and other information about the Borrower and the Guarantors three (3) Business Days prior to the Closing Date so long as such documentation and information has been reasonably requested in writing by the Administrative Agent, the Arrangers, and the Lenders at least seven (7) business days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (xi) true and correct copies of (A) audited consolidated balance sheets of the Borrower and the Seller, respectively, and the related statements of income, changes in equity and cash flows of the Borrower and the Seller, respectively, for the three most recently completed fiscal years ended at least ninety (90) days prior to the Closing Date and (B) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Borrower and the Seller, respectively, for each subsequent fiscal quarter after December 31, 2013 ended at least forty-five (45) days before the Closing Date; (xii) a pro forma balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty-five (45) days prior to the Closing Date, prepared after giving effect to the Transactions to occur on the Closing Date as if such Transactions had occurred as of such date (in the Security Agreement,case of such balance sheet) or at the beginning of such period (in the case of such other statement of income), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)); (Cxiii) a completed “perfection certificate” certificate attesting to the Solvency of the Loan Parties substantially in the form attached as Exhibit E; (xiv) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(d), (e), (f) and (g) have been satisfied; and (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or other requests for informationloss payee, dated as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) the applicable Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the date Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) Since July 1, 2014, there shall not have occurred any event, condition or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect (as defined in the Purchase Agreement). (e) The QEP Acquisition shall be consummated pursuant to the Purchase Agreement substantially concurrently with the release of proceeds from the issuance of the Senior Notes, without giving effect to any amendments thereto or any waivers or consents that, in any such case, are materially adverse to the Lenders in their capacities as Lenders without the prior consent (not to be unreasonably withheld, delayed or conditioned) of the Arrangers (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Purchase Agreement shall be deemed to be materially adverse to the Lenders. (f) The issuance of the Closing Date Senior Notes shall have occurred prior to or substantially concurrently with the closing of this Agreement. After giving effect to the consummation of the Transactions to occur on the Closing Date, the Borrower and its Subsidiaries shall have no outstanding preferred Equity Interests, debt for borrowed money or capitalized lease obligations except for (i) debt for borrowed money incurred pursuant to the Existing Senior Notes or the Closing Date Senior Notes, (ii) Indebtedness incurred hereunder; provided that, on the Closing Date, after giving effect to the Transactions, including all Credit Extensions made in connection therewith, the aggregate Outstanding Amount of Revolving Credit Loans and Swing Line Loans shall not exceed $350,000,000, (iii) such other existing debt for borrowed money and capitalized lease obligations permitted to be incurred or outstanding pursuant to the terms of the Purchase Agreement (as in effect on October 19, 2014), and (iv) Indebtedness permitted pursuant to Section 7.02(a), (b), (c) (subject to clause (ii) above), (d), (e), (f) and (i). (g) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date before and after giving effect to the initial Credit Extension, describing Extensions or issuance (or deemed issuance) of Letters of Credit and to the assets application of the Loan Parties proceeds from such Credit Extensions, as though made on and as of such date except that any representation and warranty which by its terms is made as of a specified date shall be true and correct in all material respects (except to the extent such representation or warranty is already subject to a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects) as of such specified date. (h) All amounts due or outstanding in respect of any Indebtedness of the Target and its Subsidiaries shall have been (or substantially simultaneously with the Closing Date shall be) paid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall have been discharged and released (other than other than letters of credit that have been backstopped or cash collateralized and any existing Liens,such Indebtedness, commitments, guarantees or security interests permitted to remain outstanding pursuant to the terms hereof). (Di) evidence All Loans outstanding under the Existing Credit Agreement shall have been repaid, and all accrued but unpaid interest, commitment fees, and other amounts outstanding thereunder shall have been paid in full; provided that, for the avoidance of doubt, Letters of Credit issued and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions hereof. Without limiting the generality of the completion provisions of all Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other actions, recordings and filings of matter required thereunder to be consented to or with respect approved by or acceptable or satisfactory to the Security Agreement that a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is hereunder, are each subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of each Security Instrument to be entered into by any Loan Party (other than the Security AgreementBWXT Entities) on the Closing Date, duly executed by each Loan PartyParty party thereto, together with: (A) certificates representing the certificated Pledged Stock referred to therein Interests pledged under the Collateral Agreement, and accompanied by undated stock or other transfer powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Collateral Agreement, covering the Collateral described in the Security Agreementtherein, (C) a completed “perfection certificate” or other requests for information, dated on or before the date Closing Date, 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 the initial Credit Extensionsuch other financing statements, describing the assets of the Loan Parties and any existing Liens,and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Instruments to be entered into on the Closing Date that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,thereby (including receipt of duly executed payoff letters and UCC-3 termination statements), and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the IP Security Agreement has been taken or will be taken on or after the Closing Date; (iv) with respect to each of the Mortgaged Properties listed on Schedule 4.01(a)(iv), except to the extent waived by the Administrative Agent (in which case Section 6.29 shall apply to any matters set forth below that are so waived), each of the following: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, excepting only Liens permitted under the Loan Documents, and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or the Borrower has made arrangements satisfactory to the Administrative Agent for payment thereof), (B) a mortgagee’s title insurance policy (or policies) (the “Mortgagee Policies”) or marked up unconditional binder for such insurance, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, (C) evidence that all premiums in respect of the Mortgagee Policies have been paid (or the Borrower has made arrangements satisfactory to the Administrative Agent for payment thereof), (D) evidence that no such Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided, and evidence of any such flood insurance, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens (excepting only Liens permitted under the Loan Documents) on the property described in the Mortgages has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (vii) a favorable opinion of (A) Xxxxx Xxxxx L.L.P., counsel to the Loan Parties, (B) Xxxxx X. Xxxxxxxx, General Counsel of the Borrower, or Xxxxx Xxxxxxx, Assistant General Counsel of the Borrower, (C) Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, local Ohio counsel to certain of the Loan Parties (except to the extent any such opinion relates to matters required by Section 4.01(a)(iv) which are waived to a post-closing date and covered by Section 6.29), and (D) Xxxxxxx Xxxxxx Winter & Stennis, P.A., local Mississippi counsel to certain of the Loan Parties (except to the extent any such opinion relates to matters required by Section 4.01(a)(iv) which are waived to a post-closing date and covered by Section 6.29), in each case addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and addressing such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2008 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) to (and providing such backup evidence as may reasonably be requested) the current Debt Ratings and the current corporate family and corporate ratings of the Borrower and its Subsidiaries from each of Xxxxx’x and S&P; (x) a duly completed Compliance Certificate signed by the Chief Financial Officer or the Treasurer of the Borrower, demonstrating compliance as of the last day of the Fiscal Year ended on December 31, 2009 with the financial covenants in Section 7.18 after giving pro forma to the incurrence and repayment of Indebtedness on the Closing Date (and providing such backup evidence as may reasonably be requested); (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance or other appropriate documentation, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xii) evidence that each of the Existing Credit Agreements has been or concurrently with the Closing Date is being paid in full and terminated and all Liens securing obligations under each of the Existing Credit Agreements have been or concurrently with the Closing Date are being released (including receipt of duly executed payoff letters, letters and UCC-3 termination statements); (xiii) such documentation and other information as has been reasonably requested by the Administrative Agent or any Lender prior to the Closing Date in connection with the provisions of Section 6.10 hereof; (xiv) copies of the Historical Financial Statements and the audited consolidated financial statements of the Borrower and landlords’ its Subsidiaries for Fiscal Years 2007 and bailees’ waiver 2008, and consent agreements(if applicable) any interim unaudited financial statements for each quarterly period ended since December 31, 2009; (xv) a copy of the Form 10, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, with respect to the Spinoff (including the pro forma consolidated financial statements of the New Borrower required by such Form 10); and (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid, in each case pursuant to the Fee Letters. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender and Swing Line Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals originals, telecopier or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty and Collateral Agreement, sufficient in the number requested by for distribution to the Administrative Agent, the Collateral Agent, each Lender and the Borrowers; (ii) a Note executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) to the extent not identified as a post-closing obligation on Schedule 6.17, each Security Document listed in the Security Agreement, duly executed by each Loan PartySchedule, together with, if applicable: (A) certificates representing the Pledged Stock referred to therein any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing any the debt pledged debt instruments therein, if any, indorsed in blank,; (B) authorization by copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the Loan Parties to file financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in form appropriate any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementDocuments (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Agreement,Documents; (C) if required, with respect to any real property Collateral located in a completed “perfection certificateflood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which such Building or Manufactured Mobile Home are located in a “flood hazard area” and where such Building or Manufactured Mobile Home constitute Collateral, each of the following: (x) standard flood hazard determination forms if any property is located in a special flood hazard area, (y) notices to (and confirmations of receipt by) the Parent Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or reasonably requested by the Administrative Agent. (iv) such certificates of resolutions or other requests action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized, formed or incorporated, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization, formation or incorporation; (vi) such certificates signed by a Responsible Officer of each Loan Party attaching true and complete copies of each such Loan Party’s Organization Documents as in effect on the Closing Date; (vii) favorable opinions of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viii) at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to the Loan Parties and the Target (and its Affiliates), that has been reasonably requested in writing by the Administrative Agent at least ten (10) days prior to the Closing Date that it reasonably determines is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; (ix) a certificate of a Responsible Officer of the Parent Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) the Initial Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that (A) the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released and (B) any Liens relating to the Target and any prior indebtedness of such Target immediately prior to the Acquisition have been terminated and released concurrently with the Closing Date; (xiii) a certificate from the chief financial officer of each Loan Party, in substantially the form of Exhibit G hereto, attesting to the Solvency of each Loan Party before and after giving effect to the Transactions and the incurrence of the Indebtedness related thereto; (xiv) a certificate from a Responsible Officer of the Parent Borrower (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of balance sheets, income statements and cash flow statements for information(x) each quarter for the first twelve months following the Closing Date and (y) each year commencing with the first fiscal year following the Closing Date for the term of this Agreement and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made; and (xv) evidence that (i) all of the general partnership interests in the Parent Borrower shall be owned by the General Partner and (ii) all ownership interests of the Parent Borrower’s Subsidiaries shall be owned by the Parent Borrower or one or more of the Parent Borrower’s Subsidiaries, dated in each case of clauses (i) and (ii), free and clear of any Lien not permitted under this Agreement or the other Loan Documents. (b) Other than as set forth on Schedule 4.01, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Parent Borrower or any of its Subsidiaries shall remain outstanding as of the Closing Date other than Indebtedness incurred or permitted pursuant to this Agreement. (c) Since December 31, 2013 there shall not have occurred any change, occurrence or development that has had or could be reasonably expected, either individually or in the aggregate, to have an Acquisition Material Adverse Effect. (d) (i) The Transactions shall have been consummated in accordance with the Acquisition Agreement, the other Acquisition Documents and other Transaction Documents, and such Acquisition Agreement, the other Acquisition Documents and other Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case, in a manner that is materially adverse to the Lenders without the prior written consent of the Lenders and (ii) the Parent Borrower shall have received additional proceeds to include at least $700,000,000 in cash proceeds from a combination of the Public Equity Offering, the LP Bridge Loans, the Senior Notes and the Parent Equity Investment, as each is applicable. (e) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date. (f) The Administrative Agent shall have received a certificate signed by a Responsible Offer of the Parent Borrower on behalf of itself and the other Loan Parties as to the matters set forth in clauses (c), (d) and (e). (g) Total Outstandings shall be no greater than $250,000,000 as of the Closing Date, after giving effect to the Transactions and all Credit Extensions under this Agreement on such date. (h) Any fees required to be paid by the Borrowers to the Administrative Agent and the Lenders on or before the date Closing Date in accordance with the Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). Without limiting the generality of the initial Credit Extensionprovisions of Section 9.04, describing for purposes of determining compliance with the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other actions, recordings and filings of matter required thereunder to be consented to or with respect approved by or acceptable or satisfactory to the Security Agreement that a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) a Note executed by the Company in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Subsidiary Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:precedent (unless the Administrative Agent, in its sole and absolute discretion, determines that the satisfaction of one or more of the following conditions precedent may be satisfied on a post-closing basis pursuant to a Post-Closing Agreement entered into by the Loan Parties and the Administrative Agent in form, scope and substance reasonably satisfactory to the Administrative Agent): (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) duly executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by counterparts of each other Loan PartyDocument sufficient in number for distribution to the Administrative Agent and the Borrower, together with: (A) certificates certificates, if any, representing the Pledged Stock pledge equity interest referred to therein in the Pledge Agreements accompanied by undated stock transfer powers executed in blank and instruments evidencing the any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for informationresults of searches (including, without limitation, intellectual property and lien searches), dated on or before the date of the initial Credit Extension, describing together with copies of such other supporting documentation as may be necessary or desirable showing that the assets of Liens created by the Loan Parties Collateral Documents are the only Liens upon the Collateral, except Permitted Liens and any existing LiensLiens to be discharged on or prior to the Closing Date, (D) evidence of the completion of or arrangements reasonably satisfactory to the Administrative Agent for all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby,on the Collateral (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement Agreement, the Pledge Agreements and the Intellectual Property Security Agreements has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); and (F) the Account Control Agreements, duly executed by the appropriate parties; (iv) certificates executed by a Responsible Officer of each Loan Party attaching resolutions or other action authorizing the actions under the Loan Documents, incumbency certificates, certified copies of the Organization Documents of such Loan Party, in each case, certified to be true, accurate and complete and in effect on the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent; (vi) a favorable opinion of (i) Xxxxxx & Whitney LLP local counsel to the Loan Parties in Minnesota, (ii) Xxxxx Lovells US LLP local counsel to the Loan Parties in Maryland, Colorado and Virginia, (iii) Xxxxx Xxxx LLP local counsel to the Loan Parties in Illinois and Kansas and (iv) Xxxxx & Xxxxxxx LLP local counsel to the Loan Parties in Wisconsin, in each case, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent; (vii) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP as counsel to the Xxxxxxxxx Investor and the PSP Investor and Davies Xxxx Xxxxxxxx & Xxxxxxxx S.E.N.C.R.L., s.r.l. as Canadian counsel to the PSP Investor in connection with that certain Pledge Agreement dated as of the Closing Date among the Administrative Agent and the Sponsor Investors pursuant to which each Sponsor Investor pledges its interest in the Borrower to the Administrative Agent for the benefit of the Secured Parties; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and/or deemed necessary by the Administrative Agent, and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate of a Responsible Officer of the Xxxxxxxxx Investor attaching a true, correct and complete copy of the Stockholders’ Agreement. (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since December 29, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) certificates attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to the Transaction, from the chief financial officer of the Borrower; (xii) binding certificates of insurance and endorsements demonstrating coverage reasonably satisfactory to the Administrative Agent and naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xiii) certified copies of each of the Merger Agreement and the Management Agreement (including all exhibits and schedules thereto) duly executed by the parties thereto and certifying that such documents (including all exhibits and schedules thereto) have not been amended, updated, modified or varied, together with all agreements, instruments, bills of sale, opinions and other documents delivered in connection therewith as the Administrative Agent shall request; (xiv) evidence that the Credit Agreement dated as of November 14, 2007 by and among Noodles, certain Subsidiaries of Noodles, Bank of America, N.A., XX Xxxxxx Xxxxx Bank, N.A., the lenders party thereto and Banc of America Securities LLC has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under such Credit Agreement have been, or concurrently with the Closing Date are being, released; (xv) a certificate of the Borrower signed by a Responsible Officer of the Borrower attaching financial statements for the fiscal month ending December 28, 2010, each reasonably satisfactory to the Administrative Agent; (xvi) a certificate of the Borrower signed by a Responsible Officer of the Borrower attaching financial projections of the Loan Parties of balance sheets, income statements and cash flow statements prepared on a quarterly basis for the first year after the Closing Date and annually thereafter through the Maturity Date; (xvii) a certificate of the Borrower signed by a Responsible Officer of the Borrower attaching pro forma consolidated balance sheets of the Borrower and its Subsidiaries giving effect to all elements of the Transaction to be effected on or before the Closing Date based on the financial statements for the fiscal month ending December 28, 2010, in form and substance reasonably satisfactory to the Administrative Agent; (xviii) executed copies of any relevant Committed Loan Notices and Letter of Credit Applications; (xix) an executed copy of a disbursement letter, executed by the Borrower; (xx) all accounting reports, financial reports and such other reports, audits, certificates and due diligence material provided to the Borrower or the Equity Investors by third parties in connection with the Transactions on or prior to the Closing Date, in all cases, in form and substance reasonably satisfactory to the Administrative Agent; (xxi) a filed copy of the certificate of merger; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Co-Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) All filing and recording fees and all taxes shall have been paid. (d) The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent and the Co-Lead Arrangers (directly to such counsel if requested by the Administrative Agent) to the extent documented prior to or on the Closing Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 4.01(d) provided that supporting documentation for such summary statement is provided promptly thereafter), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and counsel to the Administrative Agent). (e) The Merger Agreement shall be in full force and effect and the Administrative Agent shall be satisfied that the Acquisition shall have been consummated in accordance with the terms of the Merger Agreement (without giving effect to any amendments, updates, changes or supplements thereto or any waivers adverse to the Administrative Agent and the Lenders and not approved in writing by the Administrative Agent and the Co-Lead Arrangers) and in compliance with all applicable requirements of Law. (f) The Administrative Agent shall have received a funds flow memorandum and statement of sources and uses, detailing the flow of funds in respect of the Transactions on the Closing Date and in form and substance acceptable to the Administrative Agent. (g) The capital structure of the Borrower shall be satisfactory to the Administrative Agent and the Co-Lead Arrangers. (h) The Administrative Agent shall have received evidence reasonably satisfactory to the Lenders that the Sponsor Investors have made a cash equity contribution of at least $181,000,000 to the Borrower in exchange for common stock having terms reasonably acceptable to the Administrative Agent and shall have received a copy of the certificate of merger evidencing the consummation of the merger under the Merger Agreement, certified by the Secretary of State of Delaware. The terms and conditions of and documentation for such equity investment shall be reasonably satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the Consolidated Total Lease Adjusted Leverage Ratio calculated as of the twelve month period ending December 28, 2010 and calculated as if the Transaction had occurred on the first day of such twelve month period ending on such date, including the initial funding of the Facilities, does not exceed 4.75 to 1.00. (j) The Administrative Agent and the Co-Lead Arrangers shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the Consolidated Total Leverage Ratio calculated as of the twelve month period ending December 28, 2010 and calculated as if the Transaction had occurred on the first day of such twelve month period ending on such date, including the initial funding of the Facilities, does not exceed 2.90 to 1.00. (k) Since December 29, 2009, there shall have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect. (l) Any and all approvals by any federal, state or local liquor authority necessary for the continued operation of any restaurant operated by Noodles or any of its Subsidiaries with any liquor service provided by such restaurant immediately prior to the Merger shall have been received by the Borrower as of the Closing Date and remain in full force and effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of the L/C Issuer and each Lender to make its initial Credit Extension hereunder this Agreement is subject to satisfaction of the following conditions precedentprecedent on or prior to the Restatement Effective Date, unless waived by the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each each, to the extent signed by a Loan Party, properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) duly executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by counterparts of each other Loan Party, together with: (A) certificates representing the Pledged Stock referred Document sufficient in number for distribution to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and the Liens created under the Security AgreementBorrower, covering the Collateral described in the Security Agreement, together with results of searches (C) a completed “perfection certificate” or other requests for informationincluding, without limitation, intellectual property and lien searches), dated on or before the date Restatement Effective Date, together with copies of such other supporting documentation as may be necessary or desirable showing that the Liens created by the Collateral Documents are the only Liens upon the Collateral, except Liens permitted pursuant to Section 7.01; (iv) [intentionally omitted]; (v) certificates executed by a Responsible Officer of each Loan Party attaching (w) resolutions or other action authorizing the actions under the Loan Documents, (x) incumbency certificates, (y) copies of the initial Credit ExtensionOrganization Documents of such Loan Party, describing certified to be true, accurate and complete and in effect on the assets Restatement Effective Date, or certifying that the Organization Documents of such Loan Party delivered to the Administrative Agent on the Original Closing Date were true, accurate and complete on the Original Closing Date and remain in effect on the Restatement Effective Date without amendment, restatement, supplement or other modification from the copies of such documents delivered on the Original Closing Date, and (z) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of Xxxxx Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the other Secured Parties, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent; (vii) a favorable opinion of Xxxxx Xxxxxxx L.L.C., local New Jersey counsel to the Loan Parties, addressed to the Administrative Agent and the other Secured Parties, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate of a Responsible Officer of each Loan Party attaching copies of all consents, licenses and approvals required, as of the date hereof, in connection with the consummation by such Loan Party of the Transaction (other than those delivered pursuant to clause (v) above), and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since January 3, 2012 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) as to calculations demonstrating that, on a Pro Forma Basis, the Consolidated Leverage Ratio for the Measurement Period most recently ended, after giving effect to the Borrowings to occur on the Restatement Effective Date and after giving pro forma effect to the dividend to be made in accordance with Section 7.06(g), is not greater than 3.00:1.00; (x) a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and any existing Liens,after giving effect to the Borrowings to occur on the Restatement Effective Date and the dividend to be made in accordance with Section 7.06(g), from the Borrower’s chief financial officer; (Dxi) evidence certificates of insurance and endorsements demonstrating coverage reasonably satisfactory to the Administrative Agent and naming the Administrative Agent, on behalf of the completion of Secured Parties, as an additional insured or loss payee, as the case may be, under all other actions, recordings and filings of or insurance policies maintained with respect to the Security Agreement assets and properties of the Loan Parties that constitute Collateral; (xii) evidence that the Collateral Documents shall be effective to maintain in favor of the Administrative Agent may deem necessary or desirable a legal, valid and enforceable first priority (subject to Liens permitted under Section 7.01 and entitled to priority pursuant to applicable Law) security interest in order to perfect and Lien upon the Liens created thereby, (E) the Deposit Account Control Agreements Collateral, and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all filings, recordings, deliveries of instruments and other action that actions necessary in the opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected; (xiii) forecasts prepared by management of the Borrower of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Domestic Subsidiaries on an annual basis for the five Fiscal Years of the Borrower following the Restatement Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent; (xiv) executed copies of any relevant Committed Loan Notices and Letter of Credit Applications; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or any Lender reasonably may deem necessary require. (i) All fees and expenses then due and owing to the Administrative Agent and the Arrangers and required to be paid on or desirable in order before the Restatement Effective Date shall have been paid and (ii) all fees and expenses then due and owing to perfect the Liens created under Lenders and required to be paid on or before the Security Agreement has Restatement Effective Date shall have been taken paid. (including receipt c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of duly executed payoff letterscounsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Restatement Effective Date, UCC-3 termination statements plus such additional amounts of such fees, charges and landlords’ disbursements as shall constitute its reasonable estimate of such fees, charges and bailees’ waiver disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and consent agreementsthe Administrative Agent and counsel to the Administrative Agent). (d) The Administrative Agent shall have received an executed funds flow statement in form and substance acceptable to the Administrative Agent. (e) There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that, either individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect on the Borrower or its Subsidiaries, the Transaction, the Term Facility, the Revolving Credit Facility or any of the other transactions contemplated hereby. (f) The Administrative Agent shall have received all information about the Loan Parties required by the Act, including the identity of such Loan Party, the name and address of such Loan Party and other information that will allow the Administrative Agent or any Lender, as applicable, to identify such Loan Party in accordance with the Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by the Administrative AgentGuaranty; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note, with duplicate originals (if any) so marked; (iii) a pledge and security agreement, in substantially the form of Exhibit G (with such changes as is reasonably satisfactory to the Administrative Agent) (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt the Pledged Debt accompanied by undated instruments of transfer indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties listed on Schedule 4.02(a)(iv) (together with each other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid or arrangements reasonably satisfactory to the Administrative Agent shall have been made therefor, (B) American Land Title Association Lender’s Extended Coverage title insurance policies or “marked” commitments or pro formas therefor covering all properties to be mortgaged listed on Schedule 4.01(a)(iv) (other than any properties located in Florida, for which only standard title reports shall be required) (the “Mortgage Policies”) in form and substance, and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured, where required by Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, (C) copies of any existing surveys in the Borrower’s possession, (D) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, cost and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above, (E) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgage, (F) favorable written opinions of local counsel in the states in which each such “Mortgaged Property” is located, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) an intellectual property security agreement, in substantially the form of Exhibit 4, 5 or 6 to the Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) a Perfection Certificate, duly executed by the Borrower; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of Xxxxx, Xxxx & Xxxxxxxx, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, as to such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (x) a favorable opinion of local counsel to the Loan Parties in each jurisdiction listed on Schedule 4.02(a)(x), addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent; (xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.03(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiii) certificates and letters attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from a Responsible Officer and a nationally recognized appraisal firm or valuation consultant satisfactory to the Administrative Agent; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xv) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all obligations owing thereunder by the Borrower are, concurrently with the first Loan delivered hereunder, being paid in full; (xvi) forecasts prepared by management of the Borrower, each in form satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements for each of the Borrower’s fiscal quarters for 2007 and annually thereafter through 2011, which forecasts shall include allowances for doubtful accounts consistent with the Borrower’s publicly announced change in methodology of estimating allowance for doubtful account; and (xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the pro forma Consolidated Leverage Ratio for Measurement Period ending December 31, 2006 (which shall be calculated reflecting the Transactions on a pro forma basis and shall be reduced by the amount of any charge for such four quarter period related to the Borrower’s publicly announced change in methodology of estimating allowance for doubtful accounts) was not more than 6.50 to 1.00. (e) The Closing Date shall have occurred on or before March 15, 2007. If the initial Credit Extension hereunder shall not have occurred by March 15, 2007, subject to Section 10.04(f), this Credit Agreement shall automatically terminate.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Subsidiary Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a reaffirmation of the Security Agreement, duly executed by the Borrower and each Loan Party, together with:Subsidiary Guarantor; (Aiv) certificates representing a reaffirmation of the Pledged Stock referred to therein accompanied Tesoro Consent, duly executed by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,each party thereto; (Bv) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of evidence that all jurisdictions actions that the Administrative Agent may deem necessary or desirable in order to ratify, reaffirm, and perfect or continue the perfection of the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Documents has been taken; (Cvi) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or Mortgage with respect to Opco’s Terminal located in Anacortes, Washington, together with all Material Real Property Mortgage Deliverables with respect thereto; (vii) all amendments, supplements, or other modifications to the Security Agreement Mortgages in effect on the Closing Date that the Administrative Agent may deem necessary or desirable in order to perfect connection with the Liens created thereby,amendment and restatement of the Existing Credit Agreement hereby, together with: (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FA) evidence that counterparts of such amendments, supplements, or other modifications have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all other action filing or recording offices that the Administrative Agent may deem necessary or reasonably desirable and that all filing, documentary, stamp, intangible and recording taxes and fees relating thereto have been paid (or arrangements therefor satisfactory to the Administrative Agent have been made), and (B) date down endorsements to the existing mortgagee title insurance policies with respect to the Mortgages in order effect on the Closing Date acceptable to perfect the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring such Mortgages, as amended, supplemented, or otherwise modified, to be valid first and subsisting Liens created on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Security Loan Documents, together with any additional affirmative insurance as Administrative Agent may deem necessary or reasonably desirable with respect to Liens or other exceptions to title first arising subsequent to the closing of the Existing Credit Agreement; (viii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ix) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (x) a favorable opinion of McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xi) a certificate of a Responsible Officer of the General Partner on behalf of all Loan Parties either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party or Loan Parties and the validity against such Loan Party or Loan Parties of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been taken no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (including xiii) a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date, from the chief financial officer of the Borrower; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) the applicable Loan Party as to the existence of duly executed payoff lettersa special flood hazard and, UCC-3 termination statements if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and landlords’ (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and bailees’ waiver in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent. (i) All fees required to be paid to the Administrative Agent and consent agreementsthe Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) All Loans outstanding under the Existing Credit Agreement shall have been repaid, and all accrued but unpaid interest, commitment fees, and other amounts outstanding thereunder shall have been paid in full; provided that, for the avoidance of doubt, Letters of Credit issued and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions hereof. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent on the date of the initial Credit Extensions under this Agreement: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) a Note executed by the Company applicable Borrower in favor of each Lender requesting a Note; (iii) a guarantee, pledge and security agreement, in form and substance satisfactory to the Security Administrative Agent (as it may be amended, the “Guarantee and Collateral Agreement”), duly executed by each U.S. Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information”, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,substantially in the form furnished by or on behalf of the Administrative Agent prior to such date; (DC) evidence of reasonably satisfactory to the completion of Administrative Agent that all other actions, recordings and filings of or with respect to the Security Guarantee and Collateral Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebythereby are capable of being completed promptly following the initial Credit Extensions hereunder, (ED) the control agreements with respect to Deposit Account Control Agreements Accounts and the Securities Account Control AgreementAccounts, in each case as referred to in the Security Guarantee and Collateral Agreement and (to the extent required by the Administrative Agent), duly executed by the appropriate parties; provided that such agreements may be delivered on a post-closing basis, but in no case later than 60 days after the Closing Date unless the Administrative Agent has otherwise agreed in writing, (FE) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Guarantee and Collateral Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and any landlords’ and bailees’ waiver and consent agreementsagreements reasonably requested by the Administrative Agent (to the extent the same are obtainable using commercially reasonable efforts); provided that any required (after taking into account the foregoing standard) landlords’ and bailee waivers and consent agreements may be delivered on a post-closing basis, but in no case later than 60 days after the Closing Date unless the Administrative Agent has otherwise agreed in writing).

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, except to the extent such conditions are subject to the Post-Closing Agreement: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of the Securities Pledge Agreement, sufficient in number for distribution to the Administrative Agent and the Borrower, together with certificates representing the Securities Collateral referred to therein accompanied by undated transfer powers executed in blank; (iv) executed counterparts of the Security Agreement, duly executed by each Loan Partysufficient in number for distribution to the Administrative Agent and the Borrowers, together with: (A) certificates representing instruments evidencing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed Debt endorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or Deposit Account Control Agreements with respect to each Control Account that is a deposit account, duly executed by each of the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebyparties thereto, (E) the Deposit Securities Account Control Agreements and the Securities with respect to each Control Account Control Agreementthat is a securities account, in each case as referred to in the Security Agreement and duly executed by each of the appropriate partiesparties thereto, (F) the Perfection Certificate (as defined in the Security Agreement); and (G) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (v) executed counterparts of the IP Security Agreement, sufficient in number for distribution to the Administrative Agent and the Borrower, together with evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created under the IP Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxxxxx Procter LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (ix) a favorable opinion of Segel, Goldman, Xxxxxxxx & Xxxxxx, P.C., local counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Mortgages and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (x) a favorable opinions of foreign local counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Securities Pledge Agreement and the pledge of the Equity Interests of Albany Molecular Research Mauritius Pvt, Ltd. and AMRI Luxembourg S.a.r.l. by the Borrower and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals of any Governmental Authority or any other Person which required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required (except with respect to the execution and delivery of the 26 Mortgage); (xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiii) projections detailing cash of the Borrower and its Subsidiaries on a consolidated basis in form and substance reasonably satisfactory to the Administrative Agent, on a quarterly basis for the first year following the Closing Date; (xiv) certificates attesting to the Solvency of the Borrower, individually, and the Loan Parties, collectively, before and after giving effect to the Transaction, from its chief financial officer; (xv) executed counterparts of the Intercompany Subordination Agreement, sufficient in number for distribution to the Administrative Agent and the Borrower; (xvi) executed counterparts of the Fee Letter, sufficient in number for distribution to the Administrative Agent and the Borrower; (xvii) executed counterparts of the Post-Closing Agreement, sufficient in number for distribution to the Administrative Agent and the Borrower; (xviii) executed counterparts of the Escrow Agreement, sufficient in number for distribution to the Administrative Agent, the Chicago Title Insurance Company as “Escrow Holder” and the Borrower, together with evidence that all amount required to be paid pursuant to Section 6.19(a)(i) have been provided to Chicago Title Insurance Company as “Escrow Holder” to be held in accordance with the Escrow Agreement; (xix) executed counterparts of the 24 Mortgage, duly executed, acknowledged and delivered, in form suitable for recording in the County Clerk; (xx) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xxi) evidence that all accrued but unpaid interest and fees payable under the Existing Credit Agreement have been, or concurrently with the effectiveness hereof will be, paid in full; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or any Lender reasonably may reasonably require. (b) The Administrative Agent shall have received (i) information or certifications as the Administrative Agent may reasonably request with respect to the Collateral and (ii) copies of all so called “Warning Letters”, or similar notifications, that either (x) have been received by the Borrower or any of its Subsidiaries from the FDA (or analogous foreign, state or local Governmental Authority) within the twelve-month period prior to the Closing Date or (y) have not been satisfied. (c) The Administrative Agent shall have received and be satisfied in all respects with the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of April 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such month. (d) There shall have been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable, documented, out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such out-of-pocket fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (g) There shall be (i) no actions, suits, proceedings, claims or disputes pending or threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary of any Loan Party or against any of their properties or revenues that either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect and (ii) no default that is existing under any Material Contract. (h) After giving effect to the Transactions, Total Revolving Credit Outstandings shall not exceed the L/C Obligations in respect of Existing Letters of Credit. (i) Other than extensions of Credit hereunder, Indebtedness in respect of the 2001 Revenue Bonds, Indebtedness in respect of the Reimbursement Documents and other Indebtedness permitted under Section 7.02(c), the Borrower and its Subsidiaries shall have no Indebtedness for borrowed money. (j) The Administrative Agent shall be satisfied that (i) Consolidated EBITDA for the three-month period ended March 31, 2011 was at least $3,500,000 and (ii) Unrestricted Cash and Cash Equivalents shall not be less than $13,000,000. (k) The Administrative Agent shall have received an inventory appraisal and field exam in respect of the assets of the Loan Parties included in the determination of Excess Availability, which shall be in form and substance and with results reasonably satisfactory to the Administrative Agent. (l) The Closing Date shall have occurred on or before June 3, 2011. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies images in “portable document format” delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in form and substance reasonably satisfactory to the Administrative Agent (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with, to the extent not previously delivered: (A) certificates representing the Pledged Capital Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank,; (B) authorization by proper financing statements, duly filed on or before the Loan Parties to file financing statements day of the initial Credit Extension, in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,; (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit ExtensionExtension listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, describing the assets together with copies of the Loan Parties and any existing Liens,such other financing statements; (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby,; and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and and, if capable of being obtained after the use of commercially reasonable efforts, landlords’ and bailees’ waiver and consent agreements). (iv) confirmations of the Guaranty and the Pledge Agreement, each in form and substance reasonably satisfactory to the Administrative Agent, in each case duly executed by each Loan Party that is party to the Guaranty or the Pledge Agreement, as applicable; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Dechert LLP, counsel to the Loan Parties, and Xxxxxx Xxxxxxxx, counsel to the Loan Parties organized in New Hampshire, in each case addressed to the Administrative Agent and each Lender, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; (viii) a certificate of a Responsible Officer of the Borrower certifying that (A) the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to enjoin the consummation of the credit facilities hereunder. (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained, is in effect and is consistent with the insurance customarily maintained by companies in the same general areas and engaged in the same or similar business, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (x) a Borrowing Base Certificate as of March 31, 2011 duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower relating to the initial Credit Extension; (xi) the Intercreditor Agreement duly executed by the appropriate parties; (xii) a copy of each material Senior Secured Note Document, duly executed by the appropriate parties; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder of Initial Term Loans on the Closing Date is subject to satisfaction or waiver of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,, and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (DB) evidence of the completion of that all other actions, recordings recordings, and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created thereby,Collateral described in the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (Eiv) a pledge agreement, in substantially the Deposit Account Control Agreements form of Exhibit H (together with each other pledge agreement and the Securities Account Control Agreementsupplement delivered pursuant to Section 6.12, in each case as referred to amended, the “Pledge Agreement”), in the Security Agreement and each case duly executed by each of the appropriate parties,Parent Entities and the Administrative Agent, together with: (FA) evidence that proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all other action jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement Pledge Agreement, covering the Pledged Equity described therein (which shall be uncertificated), and (B) evidence that all other actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in order to create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Pledged Equity (which shall be uncertificated) has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements); (v) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and landlords’ capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and bailees’ waiver the other Loan Documents to which such Loan Party is a party; (vii) such documents and consent agreementscertifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (viii) a customary opinion of (A) Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, (B) Xxxxx Lovells, counsel to the Loan Parties organized in Maryland, (C) Xxxxxxx Xxxxxx LLP, counsel to the Loan Parties organized in Delaware, (D) Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Loan Parties and (E) Xxxxx Lord, LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, and each as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying: (A) that no Default or Event of Default shall have occurred and be continuing and (B) that there has been no event or circumstance since September 30, 2020, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (excluding (i) the COVID-19 pandemic and (ii) domestic political and/or social unrest).; (C) as to the matters set forth in Section 4.01(e); and (D) that the following representation shall be true and correct in all respects, both (x) if the “Applicable Date” means December 26, 2020 and (y) if the “Applicable Date” means Closing Date: (1) all written information, including for the avoidance of doubt all 10-K and 10-Q filings with the Securities and Exchange Commission of the Parent (but other than financial projections referred to in clause (2) below or information of a general economic or general industry nature) that has been made available to the Administrative Agent and the Lenders by the Borrower or any of its Affiliates or representatives on or prior to the Applicable Date in connection with the transactions contemplated hereby, taken as a whole (including giving effect to any supplements to the information prior to Applicable Date), is, as of the date hereof, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of circumstances under which the statements were made and (2) all financial projections concerning the Borrower and its Subsidiaries and Controlled JV Subsidiaries that have been made available to the Administrative Agent and the Lenders by the Borrower or any of its Affiliates or representatives on or prior to the Applicable Date in connection with the transactions contemplated hereby, taken as a whole, have been prepared in good faith based upon assumptions believed to be reasonable as of the Applicable Date; it being understood and acknowledged that any such projections are as to future events and are not to be viewed as facts, and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, that no assurance can be given that any particular projections can be realized, that actual results may differ significantly from the projected results and that such differences may be material; and

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Principal Borrower; (ii) a Note executed by each of the Company Borrowers in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in substantially the Security form of Exhibit G (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), duly executed by each Loan PartyPerson required to execute same pursuant to the terms hereof, together with: (A) all certificates representing evidencing any certificated Pledged Interests pledged to the Pledged Stock referred Administrative Agent pursuant to therein accompanied by the Pledge Agreement, together with duly executed in blank, undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,attached thereto; (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Pledge Agreement, covering the Collateral described in the Security Pledge Agreement, (C) updated searches of Uniform Commercial Code filings in the jurisdiction of organization of each Borrower and each jurisdiction where any Collateral is located or where a completed “perfection certificate” or other requests for informationfiling would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, dated on or before the date copies of the initial Credit Extension, describing the assets of the Loan Parties financing statements on file in such jurisdictions and any existing evidence that no Liens exist other than Permitted Liens, (D) duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, as determined by Administrative Agent, to perfect the Administrative Agent’s security interest in the Collateral, duly executed consents as are necessary, as determined by Administrative Agent, to perfect the Administrative Agent’s security interest in the Collateral and evidence of the completion of all other actions, recordings and filings of or with respect to the Security Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Pledge Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit H (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering each of the Borrowing Base Properties existing as of the Closing Date (together with the Assignments of Leases and Rents referred to therein, if any, and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Borrower, together, in each case, with the Borrowing Base Deliverables related thereto. (v) copies of the Organization Documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of counsel to the Borrowers, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-1 and such other matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request; (ix) a favorable opinion of Administrative Agent-approved local counsel to the Borrowers in each state in which any Borrowing Base Property is located, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F-2 and such other matters concerning the Borrowers and the Loan Documents as the Required Lenders may request; (x) a certificate of a Responsible Officer of each Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Principal Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xii) a business plan and budget of the Principal Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Principal Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Principal Borrower and its Subsidiaries on a quarterly basis for the first year following the Closing Date; (xiii) certificates attesting to the Solvency of each Borrower before and after giving effect to the Loan Documents, from its chief financial officer; (xiv) certified copies of each employment agreement and other compensation arrangement, in each case, if any, with each officer of any Borrower or any of its Subsidiaries as the Administrative Agent shall request; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Borrowers that constitutes Collateral; (xvi) a Compliance Certificate (prepared on a Pro Forma Basis) duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Principal Borrower relating to the initial Credit Extension based on the Audited Financial Statements; (xvii) certified copies of any agreements then in existence for the sale of assets of the Borrowers after the day of the initial Credit Extension; and (xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and BAS on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (d) The Closing Date shall have occurred on or before April 30, 2009. (e) The Lenders shall have completed a due diligence investigation of the Borrowers and their respective Subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrowers and their respective Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested; and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrowers and their respective Subsidiaries after December 31, 2008 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities, and nothing shall have come to the attention of the Lenders during the course of such due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (f) The Lenders shall approve the forms of Business Management Agreement and Property Management Agreement between the Principal Borrower and Reit Management & Research LLC (collectively, the “Management Agreements”) most-recently delivered to them by the Borrowers on or prior to the date hereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or Collateral Agent’s, as appropriate) receipt of the following, each of which shall be originals originals, telecopier or telecopies electronic copies (followed promptly by originals) unless otherwise specified, to the extent applicable, each properly executed by a Responsible Officer of the signing Loan Party (or a Responsible Officer of the General Partner signing on behalf of such Loan Party, as applicable), each dated the Original Closing Date (or, in the case of certificates of governmental officials, a recent date before the Original Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty and Collateral Agreement along with properly executed counterparts from each other Person party thereto; (ii) a Note executed by the Company applicable Borrower in favor of each Lender requesting that has requested a NoteNote from such Borrower; (iii) each Security Document listed in the Security AgreementSchedule (except for those Security Documents and related deliverables identified in Schedule 6.19, duly executed by each Loan Partywhich are to be delivered post-closing), together with, if applicable: (A) certificates representing the Pledged Stock referred to therein any certificated equity interests pledged therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing any the debt pledged debt instruments therein, if any, indorsed in blank,; (B) authorization by copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the Loan Parties to file financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in form appropriate any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent), and all proper financing statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementDocuments (in the circumstances and to the extent required under such Security Document), covering the Collateral of the Loan Parties described in the Security Agreement,Documents; (C) with respect to all real property interests that constitute Collateral, (i) a completed Federal Emergency Management Agency standard life of loan Flood Hazard Determination with respect to any such Collateral on which any Building or Manufactured Mobile Home is located and (ii) if required, with respect to any real property Collateral located in a “perfection certificateflood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency on which any Building or Manufactured Mobile Home constituting Collateral are located, each of the following (y) notices to (and confirmations of receipt by) the Borrowers as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (z) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by the National Flood Insurance Reform Act of 1994 or as otherwise required by Flood Insurance Regulations or as reasonably requested by the Administrative Agent; (iv) such certificates of resolutions or other requests action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction required by Section 5.01; (vi) favorable opinions of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to such matters concerning the Loan Parties, the Loan Documents and the transactions contemplated hereby as the Administrative Agent may request and favorable opinions of special counsel to the Loan Parties in each of the following jurisdictions (i) Alabama, (ii) Louisiana, (iii) Nevada, (iv) Maryland, and (v) Georgia, in each case, addressed to the Administrative Agent, the Collateral Agent and each Lender; (vii) at least five (5) days prior to the Original Closing Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Act; (viii) a certificate of a Responsible Officer of the Borrower Representative either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) the Initial Financial Statements; (x) a certificate signed by a Responsible Officer of the Borrower Representative certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as loss payee and as an additional insured, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence and documentation (including payoff letters) satisfactory to the Administrative Agent that, prior to or substantially concurrently with the Original Closing Date, the Original Refinancing has occurred in a manner and pursuant to documentation satisfactory to the Administrative Agent in its reasonable discretion; (xiii) a certificate from the principal financial officer of the Borrower Representative, in substantially the form of Exhibit F hereto, attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated by this Agreement; and (xiv) a certificate from a Responsible Officer of the Borrower Representative (A) attaching forecasts, in form reasonably satisfactory to the Administrative Agent and the Lenders, of income statements for informationeach of the fiscal years ending December 31, dated 2014 through December 31, 2019; and (B) certifying that such forecasts were prepared in good faith on the basis of assumptions believed to be reasonable when made. (b) Other than as permitted by Section 7.03, after giving effect to the transactions contemplated hereby, no third-party indebtedness for borrowed money of Parent or any of its Subsidiaries shall remain outstanding as of the Original Closing Date other than Indebtedness incurred pursuant to this Agreement. (c) Since the date of the most recent audited financial statements delivered pursuant to Section 6.01 of the Existing Credit Agreement, there shall not have occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) Except as disclosed on Schedule 5.06, there shall be no (i) actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing or (ii) ongoing, pending or threatened investigation known to the Borrowers, in each case, in any court or conducted before or by any arbitrator or Governmental Authority, by or against Parent or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or the extensions of credit contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. (e) Any fees required to be paid by the Borrowers, as applicable, to the Administrative Agent and the Lenders on or before the date Original Closing Date in accordance with the Original Fee Letter or any other Loan Document shall have been paid (including reasonable legal fees). (f) The Administrative Agent shall have received a copy of the initial Credit Extension, describing Risk Management Policy in effect on the assets Original Closing Date. Without limiting the generality of the Loan Parties and any existing Liens, (D) evidence provisions of Section 9.04, for purposes of determining compliance with the completion of all conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other actions, recordings and filings of matter required thereunder to be consented to or with respect approved by or acceptable or satisfactory to the Security Agreement that a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Original Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranty, the Security Agreement (together with related UCC-1 financing statements, stock certificates for all Equity Interests owned by the Loan Parties in each Domestic Subsidiary of the Borrower, stock certificates for 66% of the Equity Interests in the Foreign Subsidiaries owned directly by the Borrower or a Domestic Subsidiary, and undated stock powers duly executed in blank) sufficient in number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note receipt of certificates of insurance and endorsements to insurance policies naming the Administrative Agent as loss payee with respect to all Collateral; (iii) copies of all UCC searches of the Borrower and its Domestic Subsidiaries, each such search showing no Liens except Permitted Liens; (iv) Revolving Loan Notes executed by the Company Borrower in favor of each Lender requesting a Revolving Loan Note; (iiiv) the Security Agreement, duly a Swing Line Note executed by the Borrower in favor of the Swing Line Lender; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Party as the Administrative Agent may deem necessary require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or desirable formed, and that each Loan Party is validly existing, in order good standing and qualified to perfect engage in business in each jurisdiction where its ownership, lease or operation of properties or the Liens created under conduct of its business requires such qualification, except to the Security Agreementextent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxxxxxx & Xxxxxx L.L.P., covering counsel to the Collateral described Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit D and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the Security Agreement,aggregate, a Material Adverse Effect; (Cxi) the Senior Notes shall have been issued contemporaneously with the initial Credit Extension; (xii) a solvency certificate signed by the Chief Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent; (xiii) a duly completed “perfection certificate” Borrowing Base Certificate as of the last day of the month immediately preceding the Closing Date signed by a Responsible Officer of the Borrower; and (xiv) such other assurances, certificates, documents, consents or other requests for informationopinions as the Administrative Agent, dated the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the date Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) There shall not have occurred a material adverse change (x) in the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since May 31, 2004 or (y) in the facts and information regarding such entities represented to date. (e) After giving effect to the initial Credit Extension, describing (i) the Leverage Ratio, on a pro forma basis, shall not exceed 2.00 to 1.00 and (ii) Availability shall not be less than $50,000,000. (f) The Borrower’s Form 10 shall be effective and such Form 10 (including all exhibits thereto) shall not have been amended in any material respect since June 10, 2005. (g) Simultaneously with the initial Credit Extension, (i) the TXI Dividend shall be paid and (ii) the Borrower and its Subsidiaries shall be released from all Guarantees in respect of Debt of TXI and its Subsidiaries, including but not limited to TXI’s 10-1/4% senior notes due 2011. (h) TXI’s contribution or transfer to the Borrower of TXI’s subsidiaries engaged in the steel business and related assets shall have been completed. (i) The initial Credit Extension shall have occurred on or before September 30, 2005. Without limiting the generality of the Loan Parties and any existing Liens, (D) evidence provisions of Section 9.04, for purposes of determining compliance with the completion of all conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other actions, recordings and filings of matter required thereunder to be consented to or with respect approved by or acceptable or satisfactory to the Security Agreement that a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (v) or (vi) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, a Guaranty from each of the Guarantors, the Subordination Agreement from each of the Guarantors, a Security Agreement from each of the Loan Parties, and a Pledge Agreement and Irrevocable Proxy from each Loan Party, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower, and, in the case of the Security Documents (excluding the Mortgages), in form and in sufficient number of counterparts for the prompt completion of all recording and filing of the Security Documents (excluding the Mortgages) as may be necessary or, in the opinion of the Administrative Agent, desirable to create or continue, as appropriate, a valid perfected first Lien against the collateral covered by such Security Documents (excluding the Mortgages), and together with stock certificates, membership interest certificates or such other certificated security as may be part of the collateral covered by the Security Documents and with stock powers or other transfer powers or instruments executed in blank for each such certificate, interest or security; (ii) a Note Notes executed by the Company Borrower in favor of each Lender requesting that has requested a NoteNote at least two Business Days prior to the Closing Date, each in a principal amount equal to such Lender’s Commitment Amount; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Security AgreementAdministrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, duly executed validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Loan Party’s Organization Documents (unless previously delivered pursuant to the Prior Credit Facility), certificates of good standing and/or qualification to engage in business and tax clearance certificates; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.2(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Initial Audited Financial Statements that has or could be reasonably expected to have a Material Adverse Effect; (vi) an opinion of counsel to each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that and substance satisfactory to the Administrative Agent may deem necessary or desirable in order to perfect (which opinion will exclude the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Mortgages); (Cvii) a completed “perfection certificate” certificate of insurance of the Borrower and its Restricted Subsidiaries evidencing that the Borrower and its Restricted Subsidiaries are carrying insurance in accordance with Section 6.7 and that such insurance is in full force and effect; (viii) the Initial Engineering Report; (ix) the Initial Audited Financial Statements; (x) proper financing statements (form UCC-1) or other requests for informationamendments to existing financing statements (form UCC-3), dated as appropriate, to be filed on or before promptly after the date of the initial Credit ExtensionBorrowing, and, in the case of form UCC-1, naming the Borrower as debtor and the Administrative Agent as secured party, describing the assets all of the Loan Parties and any Collateral in which the Borrower has granted or purported to grant an interest, filed in the appropriate jurisdictions; proper financing statements (form UCC-1) or amendments to existing Liens, financing statements (D) evidence form UCC-3), as appropriate, to be filed on or promptly after the date of the completion initial Borrowing, and, in the case of form UCC-1, naming one or more of the Guarantors as debtor(s) and the Administrative Agent as secured party, describing all other actionsof the Collateral in which the Guarantor or Guarantors have granted or purported to grant an interest, recordings and filings filed in the appropriate jurisdictions; together with copies of or with respect to the Security Agreement that search reports in such jurisdictions as the Administrative Agent may deem reasonably request, listing all effective financing statements that name any of the Borrower or the Guarantors as debtor and any other documents or instruments as may be necessary or desirable (in order the opinion of the Administrative Agent) to perfect or continue the Liens created thereby,perfection of the Administrative Agent’s interest in the Collateral; (Exi) evidence, reasonably satisfactory to it, that (i) all Debt to be Repaid has been (or on the Deposit Account Control Agreements Closing Date will be) paid in full, and that all agreements and instruments governing the Securities Account Control AgreementDebt to be Repaid and that all Liens securing such Debt to be Repaid have been (or on the Closing Date will be) terminated and (ii) concurrently with the initial credit extension hereunder the offering and purchase of the Senior Secured Notes will be completed in accordance with the terms of the Senior Secured Indenture Documents (without any amendment thereto or waiver thereunder unless consented to by the Majority Lenders); (xii) evidence, in each case reasonably satisfactory to it, that the Borrower has received proceeds of not less than at least $600,000,000 from the issuance of Senior Secured Notes; (xiii) copies of the Senior Secured Indenture Documents, certified by an authorized representative of the Borrower as referred to in being true, accurate and complete; (xiv) a counterpart of the Security Intercreditor Agreement and duly executed by the appropriate parties,each party thereto; (Fxv) evidence that all other action that title information as the Administrative Agent may deem necessary reasonably require satisfactory to the Administrative Agent setting forth the status of title to the Oil and Gas Properties evaluated in the Initial Engineering Report; (xvi) a Compliance Certificate, evidencing pro forma compliance with Section 7.13; and (xvii) such other assurances, certificates, documents, consents or desirable opinions as the Administrative Agent, the Issuing Bank or the Majority Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date pursuant to any of the Loan Documents shall have been paid. (c) On the Closing Date and after giving effect to the initial Borrowing and the other transactions to occur on or before the initial Borrowing, including the matters described in order Section 4.1(a)(xi), the Borrower and its Restricted Subsidiaries will have cash, together with borrowing availability under this Agreement, of at least $200,000,000 and a positive working capital balance. (d) The Agents and the Lenders shall have received, and be reasonably satisfied in form and substance with, such documentation and information as is reasonably requested in writing at least five days prior to perfect the Liens created under Closing Date by the Security Agreement has been taken Administrative Agent about the Borrower and the Guarantors in respect of applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. (including receipt e) Unless waived by the Administrative Agent, the Borrower shall have paid all costs and expenses payable to the Administrative Agent pursuant to Section 10.4 to the extent invoiced prior to or on the Closing Date, plus such additional amounts of duly executed payoff letters, UCC-3 termination statements costs and landlords’ expenses as shall constitute the Administrative Agent’s reasonable estimate of the costs and bailees’ waiver expenses described in Section 10.4 incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and consent agreementsthe Administrative Agent). (f) The Closing Date shall have occurred on or before March 18, 2015.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement executed by the Borrower, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Guaranty executed by the Guarantors; (iv) the Security Agreement, executed by the Borrower, each Guarantor and the Collateral Agent; (v) a reaffirmation and amendment of the Tesoro Consent, duly executed by each Loan Party, together with:party thereto; (Avi) certificates representing the Pledged Stock referred to therein accompanied Intercreditor Agreement, executed by undated stock powers executed in blank the Borrower, the Administrative Agent, the Drop Down Administrative Agent and instruments evidencing any pledged debt instruments indorsed in blank,the Collateral Agent; (Bvii) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of evidence that all jurisdictions actions that the Administrative Agent may deem necessary or desirable in order to ratify, reaffirm, grant and perfect or continue the perfection of the Liens created under the Security Agreement, covering Collateral Documents in favor of the Collateral described in Agent for the Security Agreement,benefit of the Secured Parties has been taken, including delivery of Mortgages (or amendments to existing Mortgages) and related Material Real Property Mortgage Deliverables; provided, however, that to the extent any deposit account control agreements or any Material Real Property Mortgage Deliverables are not able to be delivered by the Borrower on or prior to the Closing Date after using commercially reasonable efforts to do so, delivery of such deposit account control agreements and Material Real Property Mortgage Deliverables shall be subject to Section 6.12(f); (Cviii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ix) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (x) a favorable opinion of each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xi) subject to Section 6.12(f), a favorable opinion of Brena, Xxxx & Xxxxxxxx, P.C., local counsel to the Loan Parties in Alaska, McGuireWoods LLP, local counsel to the Loan Parties in California, Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Idaho, Xxxxxxx Xxxxx PLLP, local counsel to the Loan Parties in Montana, Faegre Xxxxx Xxxxxxx LLP, local counsel to the Loan Parties in North Dakota, Xxxxx Xxxxx, local counsel to the Loan Parties in Utah, and Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Washington, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xii) the Administrative Agent, the Arrangers and the Lenders shall have received all documentation and other information about the Borrower and the Guarantors three (3) Business Days prior to the Closing Date so long as such documentation and information has been reasonably requested in writing by the Administrative Agent, the Arrangers, and the Lenders at least seven (7) business days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (xiii) a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date, from the chief financial officer of the Borrower; (xiv) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(d) and 4.02(a) and (b) have been satisfied; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) the applicable Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; (xvi) the Administrative Agent shall have completed “perfection certificate” an environmental due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent; and (xvii) evidence that the Drop Down Loan Documents shall become effective prior to or other requests for information, dated substantially concurrently with the closing of this Agreement. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the date of the initial Credit Extension, describing the assets of the Loan Parties Closing Date shall have been paid and any existing Liens, (Dii) evidence of the completion of all other actions, recordings and filings of or with respect fees required to be paid to the Security Agreement that Lenders on or before the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has Closing Date shall have been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)paid.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentCompany Guaranty; (ii) a Note Notes executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) copies of resolutions of each Loan Party’s Board of Directors (or equivalent governing body) authorizing the Security Agreementexecution and delivery of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby, duly executed together with specimen signatures of the persons authorized to execute such documents on behalf of such Borrower, all certified in each instance by a Responsible Officer; (A) a certificate of good standing for each Borrower (to the extent applicable), certified as of a date not earlier than 30 days prior to the date hereof by the Secretary of State of such party’s jurisdiction of organization and (B) the certificate or articles of incorporation or formation, together with all amendments thereto, and the bylaws and any amendments thereto, for each Loan Party, together with:certified by a Responsible Officer; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, and Xxxx Xxxxx, Esq., external and in-house counsel, respectively, to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Company certifying (A) certificates representing that the Pledged Stock referred to therein accompanied by undated stock powers executed conditions specified in blank Sections 4.02(a) and instruments evidencing any pledged debt instruments indorsed in blank, (b) have been satisfied, and (B) authorization by that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vii) evidence that the Existing Credit Agreement and the obligations thereunder has been or concurrently with the Closing Date is being terminated; (i) Upon the reasonable request of any Lender made at least five (5) Business Days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least two (2) Business Days prior to the Closing Date and (ii) at least two (2) Business Days prior to the Closing Date, any Loan Parties to file financing statements in form appropriate for filing Party that qualifies as a “legal entity customer” under the Uniform Commercial Code of all jurisdictions Beneficial Ownership Regulation shall have delivered, to each Lender that the Administrative Agent may deem necessary or desirable so requests, a Beneficial Ownership Certification in order relation to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,such Loan Party. (Cc) a completed “perfection certificate” or other requests for information, dated Any fees required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dd) evidence Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or desirable in order on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to perfect be incurred by it through the Liens created thereby, closing proceedings (E) provided that such estimate shall not thereafter preclude a final settling of accounts between the Deposit Account Control Agreements Company and the Securities Account Control AgreementAdministrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Pledge and Security Agreement, Agreement duly executed by each Loan Party, ; together with: (A) certificates certificates, if any, representing the Pledged Stock Shares referred to therein in the Pledge and Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent or Collateral Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages, in substantially the form of Exhibit I (with such changes as may be reasonably satisfactory to the Administrative Agent and Collateral Agent and their counsel to account for local law matters) and covering substantially all of the operating assets of the Borrower and its Subsidiaries owned on the Closing Date (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been or will be paid upon recording, (B) in respect of the Chico Plant a fully paid title insurance policy (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent and Collateral Agent, insuring the Mortgage in respect of such property to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and (C) evidence that all other action that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (vii) a favorable opinion of Bxxxxxxxx & Gxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) the Initial Financial Statements; (ix) certificates or binders evidencing Loan Parties’ insurance in effect on the date hereof naming the Collateral Agent as loss payee and additional insured; (x) a certificate signed by a Responsible Officer of General Partner certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since September 30, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the Closing Date demonstrating that such ratio does not exceed 5.0 to 1.0; (xi) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Acquisition and the Initial Public Offering, from the chief financial officer, chief accounting officer, treasurer or controller of General Partner; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent, the Syndication Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (e) The corporate and capital structure of the Borrower shall be as disclosed in the Registration Statement. (f) The consummation of the Initial Public Offering shall have occurred on substantially the terms as contained in the Registration Statement. (g) The Borrower shall have received sufficient proceeds from the Initial Public Offering to finance that portion of the Acquisition not funded by the use of proceeds from this Agreement. (i) The Borrower has received all governmental, shareholder and third party consents and approvals necessary to consummate the Initial Public Offering, which consents and approvals are in full force and effect, (ii) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Initial Public Offering or the transactions contemplated by this Agreement, and (iii) there is no pending, or to the knowledge of the Borrower, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Initial Public Offering, or which, if adversely determined, could materially and adversely affect the ability of the Borrower to consummate the Initial Public Offering. (i) Concurrently with the consummation of the Initial Public Offering, (i) all outstanding Intercompany Indebtedness shall have been repaid or forgiven and (ii) that portion of the loans made under the Targa Credit Agreement with respect to the assets owned by Targa North Texas and acquired in the Acquisition shall have been repaid and arrangements satisfactory to the Administrative Agent shall have been made for the release of the Liens securing same. (j) The Closing Date shall have occurred on or before March 15, 2007. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. This Agreement shall become effective as of the Effective Date upon the execution and delivery of a counterpart signature page hereof by each of the parties hereto and receipt by the Administrative Agent of each such executed signature page, and satisfaction or effective waiver of each of the conditions precedent set forth below. The obligation of each Floor Plan Lender to continue or make the Floor Plan Loans at or after the Effective Date in accordance with the terms herein and the obligation of the L/C Issuer and each Lender to make its initial issue Letters of Credit Extension hereunder hereunder, is subject to the satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and each Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Company; (ii) a Floor Plan Note executed by the Company each Borrower in favor of each Floor Plan Lender requesting a Floor Plan Note; (iii) the Security Agreement, Agreement executed by each Loan Party and the Pledge Agreement duly executed by each Loan PartyParty and FRI, together with: (A) certificates representing the Pledged Stock referred to therein certificated Equity Interests pledged thereunder accompanied by undated stock powers executed in blank blank, and instruments evidencing any the pledged debt instruments indebtedness indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties account control agreements and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreementsecurities account control agreements, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FD) evidence that all other action actions, recordings and filings of or with respect to the Security Agreement and the Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to perfect perfect, on a first priority basis (subject to exceptions as permitted in the Loan Documents), the Liens created under the Security Agreement thereby has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and statements, landlords’ and bailees’ waiver and consent agreements, third party consents and intercreditor agreements); (iv) UCC search results showing only acceptable liens (or arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable liens promptly after the Effective Date); (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) favorable opinions of Xxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Lenders may reasonably request; (viii) a certificate signed by a Responsible Officer of each of the Company and FRI certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) as to the absence of any action, suit, investigation or proceeding pending, or to the knowledge of the Company or FRI, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries as the Administrative Agent shall request; (x) a duly completed Compliance Certificate demonstrating a Consolidated Current Ratio of not less than 1.180 to 1.000 and a Fixed Charge Coverage Ratio of not less than 1.250 to 1.000 as of June 30, 2015; (xi) if required by the Administrative Agent in its sole discretion, audits with respect to the Collateral containing results satisfactory to the Administrative Agent and the Lenders, provided that, whether or not any such audit is performed, the Administrative Agent and the Lenders shall be entitled to rely on information provided by any lender of the Borrowers or their Subsidiaries as to any vehicles and existing loans being refinanced or paid down on the Effective Date with Floor Plan Loans hereunder, and furthermore, in the event of any disputed or duplicate vehicle loan (each a “Disputed Existing Loan”) being refinanced or paid down by any Floor Plan Loan, in reliance on information provided by the Borrowers, any Subsidiary or any existing lender, then the Borrowers will (jointly and severally), upon demand, repay such Floor Plan Loan, including accrued interest thereon, regardless of whether such Disputed Existing Loan has been resolved with the prior lender; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent on or before the Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Effective Date, including the Upfront Fee (as defined in the Fee Letter) for each Lender, shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid: (i) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent) and (ii) all other expenses of the Administrative Agent. (d) There shall not have occurred a Material Adverse Effect since December 31, 2014. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranty and the Security Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in substantially the form of Exhibit H (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) any and all certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements statements); (iv) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and landlords’ leasehold deeds of trust, in substantially the form of Exhibit I (with such changes as may be satisfactory to the Administrative Agent and bailees’ waiver its counsel to account for local law matters) and consent agreementscovering properties sufficient to comply with Section 6.12(b) (together with each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”)., duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary in order to create a valid first and subsisting Lien (subject to Permitted Liens) on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens (subject to Permitted Liens) on the property described in the Mortgages has been taken; and (C) title opinions and other documentation satisfactory to the Administrative Agent with respect to Oil and Gas Properties of the Borrower, the Target and their Subsidiaries covering at least 75% in total Attributed Value of the Engineered Oil and Gas Properties subject to the Mortgages; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Vxxxxx and Exxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Pledge Agreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) each of the Security AgreementCollateral Documents required by the Administrative Agent to be executed and delivered on the date hereof, duly executed by each Loan Party, together with: (A) all certificates representing the Pledged Stock referred any Equity Interests required to therein be delivered thereby accompanied by undated stock transfer powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, as applicable, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreementsuch Collateral Documents, covering the Collateral described therein, in the Security Agreementeach case as a first priority Lien (subject only to Permitted Liens), (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Liens,such other financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred a first priority Lien (subject only to in the Security Agreement and duly executed by the appropriate parties,Permitted Liens); (Fiv) evidence that all such certificates of resolutions or other action that action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may deem necessary require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or desirable formed, and that each of the Borrower and each Guarantor is validly existing, in order good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of DLA Piper, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (ix) a complete search of the records of each filing office where a financing statement (including under the Uniform Commercial Code), judgment Lien, tax Lien or other Lien naming a Loan Party or any other party must be filed to perfect the Administrative Agent’s security interest and Lien, for the benefit of the Secured Parties, in any of the Collateral, which searches shall be satisfactory to the Administrative Agent; (x) evidence that the Existing Credit Agreement (and all commitments thereunder) has been or concurrently with the Closing Date is being terminated and all Liens created securing obligations under the Security Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has been taken (including receipt of duly executed payoff letterssigned this Agreement shall be deemed to have consented to, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C C-BA Issuer and each Revolving Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Revolving Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Revolving Lender and the Borrowing Agent; (ii) a Note executed by the Company Borrowers in favor of each Revolving Lender requesting a Note; (iii) executed counterparts of the Security Agreement, duly executed by each Loan Party, Pledge Agreement together with: (A) to the extent required thereby, certificates representing the Pledged Stock Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper UCC financing statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Pledge Agreement, covering the Collateral described in the Security Agreement,therein, and (C) certified copies of UCC search reports dated a completed “perfection certificate” or other requests for informationdate reasonably near to the Closing Date, dated on or before listing all effective financing statements which name any Loan Party party to the date of the initial Credit Extension, describing the assets of the Loan Parties Pledge Agreement (under their present names and any existing Liens,previous names) as debtors, together with copies of such financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,; (Eiv) Subordination Agreements with respect to any Subordinated Debt (dated as of the Deposit Account Control Agreements date of execution and delivery thereof); (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Securities Account Control Agreementother Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Xxxxxxxxxx & Xxxxx LLP, special New York counsel to the Loan Parties, and such local counsel to the Loan Parties as the Administrative Agent shall request (it being understood that opinions as to Foreign Subsidiaries shall be limited to those that are Material Subsidiaries), in each case addressed to the Administrative Agent and each Revolving Lender, as referred to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Required Revolving Lenders may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents and approvals of a Governmental Authority required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, which consents and approvals shall be in full force and effect, or (B) stating that no such consents or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have, either individually or in the Security Agreement aggregate, a Material Adverse Effect, and duly executed by (C) that there has been no event or circumstance since the appropriate parties,date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (Fx) a duly completed Compliance Certificate as of the last day of the fiscal quarter of WFS ended on June 30, 2010, signed by a Responsible Officer of WFS, which Compliance Certificate shall include a list of the Guarantors as of the Closing Date and the aggregate book value of assets (including Equity Interests but excluding Investments that are eliminated in consolidation) represented by each such Guarantor on an individual basis as of June 30, 2010; (xi) certificates attesting to the Solvency of each Loan Party before and after giving effect to any Borrowings on the Closing Date, from its chief financial officer, treasurer or other Responsible Officer with knowledge of the financial condition of such Loan Party; (xii) evidence that all Permitted Receivables Facilities (as defined in the Existing Credit Agreement), and all obligations thereunder, have been or concurrently with the Closing Date are being terminated; and (xiii) such other action that assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C-BA Issuer, the Swing Line Lender or the Required Revolving Lenders reasonably may require. (b) Any fees required to be paid under the Loan Documents on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable in order to perfect be incurred by it through the Liens created under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements Borrowers and landlords’ and bailees’ waiver and consent agreementsthe Administrative Agent). (d) Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Revolving Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Revolving Lender unless the Administrative Agent shall have received notice from such Revolving Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentconditions: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) ), unless otherwise specified in the Post-Closing Letter, and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, each Guaranty, the Deed of Trust, and each Security Agreement, together with related UCC-1 financing statements, intellectual property filings and stock or other appropriate certificates, if applicable, for 100% of all Equity Interests of each Domestic Subsidiary and for 66% of all Equity Interests of any Foreign Subsidiary and stock or other appropriate powers, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Loan Note executed by the Borrower in favor of the Lender, in a principal amount equal to the Lender’s Revolving Commitment; (iii) a Term Loan Note executed by the Borrower in favor of the Lender, in a principal amount equal to the Lender’s Term Commitment (to be held by the Administrative Agent, pending the funding of any Term Loan); (iv) certificates showing the existence of all insurance policies required by Section 6.07, naming the Administrative Agent as loss payee and additional insured. (v) such certificates of resolutions or other similar action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party which is not a natural Person as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and that each such Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) favorable opinions of counsel to the Loan Parties addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may request; (viii) a certificate of a Responsible Officer or Secretary of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and that to the knowledge of the Responsible Officer there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the number requested aggregate, a Material Adverse Effect; (x) a solvency certificate signed by the treasurer of the Borrower, in form and substance satisfactory to the Administrative Agent; (iixi) a Note executed duly completed pro forma Compliance Certificate as of the Closing Date signed by a Responsible Officer of the Company in favor of each Lender requesting a NoteBorrower; (iiixii) executed landlord’s waivers with respect to Collateral which is located in or about property leased by the Security AgreementBorrower or its Subsidiaries, duly executed by each Loan Party, together with:in form and substance satisfactory to the Administrative Agent; (Axiii) certificates representing delivery of the Pledged Stock letter referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,Section 7.05(h); and (Bxiv) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,require. (Cb) a completed “perfection certificate” or other requests for information, dated The Administrative Agent shall have received on or before the date Closing Date a fee in the amount of the initial Credit Extension, describing product of (A) 0.250% and (B) the assets of Aggregate Revolving Commitments. Any fees required to be paid on or before the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or desirable in order to perfect be incurred by it through the Liens created thereby,closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (Ed) The Closing Date shall have occurred on or before August 31, 2007. Without limiting the Deposit Account Control Agreements and generality of the Securities Account Control Agreementprovisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in the number reasonably requested by the Administrative Agent; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a Guarantee and Collateral agreement, in substantially the form of Exhibit F (together with each other guarantee and collateral agreement and guarantee and collateral agreement supplement delivered pursuant to Section 6.08, the “Security Agreement”), duly executed by each Loan PartyParty and the Collateral Agent, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing results of a lien search listing all effective financing statements that name any pledged debt instruments indorsed in blankLoan Party as debtor, together with copies of such financing statements, (B) authorization by the Loan Parties to file financing statements suitable in form appropriate for filing naming each Loan Party as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under security interests of the Collateral Agent pursuant to such Security Agreement, covering the Collateral described in the Security Agreement,and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements statements); (iv) an intercreditor agreement, in substantially the form of Exhibit G, duly executed by each Loan Party, the Collateral Agent and landlords’ and bailees’ waiver and consent agreementsthe trustees with respect to the Senior Notes (the “Intercreditor Agreement”). (v) to the extent required by the Security Agreement, the Intellectual Property Security Agreements, duly executed by each Loan Party, with respect to Intellectual Property included in the Collateral, together with evidence that all action that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken or shall be taken within the time specified by the Security Agreement (or, if not specified therein, as specified by the Administrative Agent or the Collateral Agent); (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in is jurisdiction of organization and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (xi) a certificate signed by a Responsible Officer of Holdings certifying (A) that there has been no event or circumstance since December 31, 2009 that has had, or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) a calculation of the Consolidated Leverage Ratio as of the last day of the Fiscal Quarter of Holdings most recently ended at least 45 days prior to the Closing Date, after giving pro forma effect to the Transaction, which Consolidated Leverage Ratio shall not be in excess of 4.20:1.00 and (C) that there is no pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened litigation, action, proceeding or labor controversy (i) except as disclosed in Schedule 5.07, against Holdings or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which could reasonably be expected to have a Material Adverse Effect, or (ii) which purports to affect the legality, validity or enforceability of any Loan Document, the Transaction Documents or the Transaction; (xii) (A) the Audited Financial Statements and the audited (without any Impermissible Qualification) consolidated balance sheet of Swift Corporation and its Subsidiaries for Fiscal Year 2007 and Fiscal Year 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for each such Fiscal Year of Swift Corporation and its Subsidiaries, including the notes thereto and (B) the unaudited consolidated balance sheet of Swift Corporation and its Subsidiaries for the Fiscal Quarters ended March 31, 2010, June 30, 2010 and September 30, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for each such Fiscal Quarter of Swift Corporation and its Subsidiaries; (xiii) forecasts prepared by management of Holdings of consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Subsidiaries through December 31, 2015; (xiv) a certificate attesting to the Solvency of the Loan Parties, taken as a whole, before and after giving effect to the Transaction, from Holdings’ chief financial officer; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xvi) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated (other than letters of credit under the Existing Credit Agreement that will be deemed Letters of Credit hereunder) and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xvii) evidence that the Shareholder Loans have been, or concurrently with the Closing Date are being, cancelled; and (xviii) evidence that any outstanding interest rate Swap Contracts to which Holdings or any of its Subsidiaries is a party has been, or concurrently with the Closing Date is being, terminated, and all amounts payable by Holdings or any such Subsidiary in connection with such termination has been, or concurrently with the Closing Date is being, paid. (b) (i) All fees required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing Date shall have been, or concurrently with the Closing Date are being, paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been, or concurrently with the Closing Date are being, paid. (c) The Borrower shall have, or concurrently with the Closing Date will have, paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Collateral Agent’s receipt of the following, each of which shall be originals and each in form and substance satisfactory to the Collateral Agent: (i) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Loan Party in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Loan Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; and (ii) each promissory note (if any) pledged to the Collateral Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof to the extent delivery thereof to the Collateral Agent is required under the Security Agreement; (e) There shall not have occurred and be continuing any default or event of default under the Existing Notes Indentures or any documents governing any Qualified Receivables Transaction. (f) The Borrower shall have received a corporate rating from S&P, a corporate family rating from Xxxxx’x and a rating with respect to the Loans from each of Xxxxx’x and S&P. (g) Holdings shall have executed an underwriting agreement with respect to a Public Offering of its common stock and, concurrently with the Closing Date, such Public Offering shall have been consummated. (h) Concurrently with the Closing Date, the sale of the Senior Notes shall have been consummated. (i) The Borrower shall have tendered for, tenders shall have been received for, and all conditions precedent to the consummation of such tender shall have been satisfied with respect to, at least 66 2/3% of the Floating Rate Notes and at least 66 2/3% of the Fixed Rate Notes (it being agreed that all Floating Rate Notes and Fixed Rate Notes covered under that certain letter agreement with Apollo Fund VI BC, L.P. and Lily, L.P. shall be deemed included in such tendered notes). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer Issuers and each Lender the Lenders to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) facsimiles unless otherwise specified, each properly executed by a Responsible Officer on behalf of the signing Loan PartyParty to the extent execution thereof is contemplated thereby (and, if applicable, by the Administrative Agent and/or the Lenders) each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty; (ii) a Note executed by the Company each Borrower in favor of each Lender requesting a Note; (iii) effective upon receipt of the Security approval of the applicable Gaming Authority (as indicated in the proviso below), a pledge agreement (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 6.09, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan PartyPledgor, together with: (A) certificates or other instruments representing the Pledged Stock referred to therein Equity (as defined in the Pledge Agreement) in suitable form for transfer by delivery or, as applicable, shall be accompanied by undated stock powers each Pledgor’s endorsement, where necessary, or duly executed in blank and instruments evidencing any pledged debt instruments indorsed of transfer or assignment in blank,, all in form and substance satisfactory to Administrative Agent; (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Pledge Agreement, covering the Collateral described in the Security Agreement,; and (C) a completed certificate executed by a financial or accounting officer of the Company setting forth the aggregate amount of the obligations that may be secured by Liens as of the Closing Date pursuant to Section 5.1(c) of the indenture governing the Company’s 7.750% senior unsecured notes due 2022 and the similar provisions contained in the Company’s other indentures governing its other senior unsecured notes, which certificate shall include a calculation of the Company’s Consolidated Net Tangible Assets (as defined in such indenture or such other indentures); provided, however, notwithstanding the foregoing or anything to the contrary in the Pledge Agreement, receipt of the approval of the Mississippi Gaming Commission, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the New Jersey Casino Control Commission or the New York State Gaming Commission, as applicable, to the pledge of the Equity Interests in each Operating Entity that is licensed by or registered with the Mississippi Gaming Commission, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the New Jersey Casino Control Commission or the New York State Gaming Commission, as applicable, shall not be a condition to the Closing Date (collectively, the “perfection certificate” Specified Consents”). For the avoidance of doubt, to the extent that any of the Specified Consents are obtained, the requirements of this Section 4.01(a)(iii) shall be required to be satisfied with respect to the applicable Pledgor to which such Specified Consent applies, and any other Pledgor shall be required to satisfy the requirements of this Section 4.01(a)(iii), and cause to be delivered certificates and opinions of the type described in Section 4.01(a)(iv) and (vi), promptly, and in any event, within five (5) Business Days of receipt of a Specified Consent with respect to the pledge by such Pledgor; (iv) such certificates of resolutions or other requests for informationaction, dated incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer authorized to act in connection with this Agreement and the other Loan Documents; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vi) a favorable opinion of Milbank LLP, special New York counsel to the Loan Parties, Xxxxxx Snow LLP, special Nevada corporate and gaming counsel to the Loan Parties, Xxxxxx Snow LLP, special Mississippi counsel to the Loan Parties, Fox Rothschild LLP, special New Jersey corporate and gaming counsel to the Loan Parties and Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, special Ohio counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; and (vii) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or condition since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) the accuracy of the representation and warranty set forth in Section 5.15 and the extent of the inquiry made by such Responsible Officer in connection therewith and (D) as to the absence of any action, suit, investigation or proceeding relating to the Transactions pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; (viii) Evidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date is being, paid in full or defeased and terminated and all liens securing obligations under the Existing Credit Agreement have been, or substantially concurrently with the Closing Date are being, released; and (ix) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Pledgor as debtor and that are filed in those state and county jurisdictions in which any Pledgor is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted under Section 8.03); (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the date Closing Date shall concurrently be paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall concurrently be paid; (c) Unless waived by the Administrative Agent, the Company shall have paid all Attorney Costs of counsel to the initial Credit ExtensionAdministrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Closing Date, describing plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the assets closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent); (d) The Closing Date Refinancing shall have been consummated or will be consummated substantially concurrently; and (e) The Lenders shall have received at least three (3) Business Days prior to the Closing Date all outstanding documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and any existing Liens, (D) evidence anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the completion provisions of all Section 10.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other actionsmatter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, recordings perfection of the Liens of the Administrative Agent upon the Equity Interests of the Operating Entities by the Pledgors shall not be required until the earlier of (x) 180 days after the Closing Date (or such longer period of time as is consented to by the Administrative Agent or as is required to obtain any necessary Gaming Approvals) and filings of or (y) five (5) Business Days from the date on which the applicable Gaming Approval has been obtained with respect to the Security Agreement that pledge of such Equity Interests by the applicable Pledgor (or such longer period of time as is consented to by the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreementsAgent).

Conditions of Initial Credit Extension. The obligation of the L/C Issuer Issuers and each Lender the Lenders to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) facsimiles unless otherwise specified, each properly executed by a Responsible Officer on behalf of the signing Loan PartyParty to the extent execution thereof is contemplated thereby (and, if applicable, by the Administrative Agent and/or the Lenders) each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty; (ii) executed counterparts of a joinder to each Existing Intercreditor Agreement; (iii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iiiiv) a collateral agreement (together with each other collateral agreement and collateral agreement supplement delivered pursuant to Section 6.09, in each case as amended, the Security “Collateral Agreement”), duly executed by each Loan Party, together with: (A) to the extent certificated, certificates representing the “Pledged Stock Equity” referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Collateral Agreement, covering the Collateral described in the Security Collateral Agreement,, and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other searches, actions, recordings and filings of or with respect to the Security Collateral Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken thereby (including receipt of duly executed payoff letters, letters and UCC-3 termination statements statements) free and landlords’ clear of all other Liens other than Permitted Encumbrances and bailees’ waiver Liens permitted by Section 8.03; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and consent agreementscapacity of each such Responsible Officer authorized to act on behalf of each Loan Party in connection with this Agreement and the other Loan Documents; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) a favorable opinion of Kramer, Levin, Naftalis & Xxxxxxx LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties in each jurisdiction in which the Loan Parties are formed, addressed to the Administrative Agent and each Lender, reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or condition since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) the accuracy of the representation and warranty set forth in Section 5.16 and the extent of the inquiry made by such Responsible Officer in connection therewith, (D) as to the absence of any action, suit, investigation or proceeding relating to the Transactions pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect and (E) that Parent will elect to be treated as a REIT commencing with its taxable year ending December 31, 2017 and, commencing with its taxable year ending December 31, 2017, Parent will be organized and operate in conformity with the requirements for qualification and taxation as a REIT, and its proposed method of operation will enable Parent to meet the requirements for qualification as a REIT; (ix) environmental assessment reports in respect of the Mortgaged Real Properties reasonably satisfactory to the Administrative Agent (which reports the Administrative Agent has received and acknowledges being satisfied with); and (x) evidence that the Administrative Agent, on behalf of the Lenders, has been named as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral pursuant to endorsements reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received evidence that all indebtedness and other obligations under the Exit Credit Agreement and the First Lien Secured Notes have been paid in full and all Guaranty Obligations and Liens thereunder have been released. (c) All fees required to be paid to the Administrative Agent and the Arrangers on the Closing Date pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), such amounts may, at the option of the Borrower, be offset against the proceeds of the initial Credit Extension. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) The HLV Lease shall be in full force and effect and shall have not been amended, terminated, supplemented, waived or modified in any manner materially adverse to the Lenders in their capacity as such; provided that a reduction in the aggregate monthly cash rent payable under such HLV Lease of 10% or more shall be deemed to be materially adverse to the Lenders. (f) The Borrower shall have delivered to the Administrative Agent and each Lender at least two (2) Business Days prior to the Closing Date such reasonable documentation and other information about the Loan Parties reasonably requested in writing by them at least seven (7) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent reasonably requested in writing by the Administrative Agent or any Lender. (g) The Project Xxxxxxxx Acquisition shall have been or, substantially concurrently with the initial Credit Extension shall be, consummated in all material respects in accordance with the terms of the Project Xxxxxxxx Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents thereto that are materially adverse to the Lenders in their capacities as such without the consent of the Joint Lead Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) any change to the definition of “Material Adverse Effect” contained in the Project Xxxxxxxx Acquisition Agreement shall be deemed to be materially adverse to the Lenders and (b) any reduction of not more than 15% or increase in the purchase price shall be deemed to not be materially adverse to the Lenders so long as (i) any increase is not funded with additional indebtedness and (ii) any such reduction is allocated to reduce the initial Credit Extension). It is agreed and understood that no purchase price or similar adjustment provisions set forth in the Project Xxxxxxxx Acquisition Agreement shall constitute any decrease or increase in the purchase price. (h) Parent shall not have modified, amended, waived or terminated in any respect the Common Stock Purchase Agreement, dated as of November 29, 2016, between Parent and each purchaser identified therein (the “Common Stock Purchase Agreement”), and the transactions contemplated by the Common Stock Purchase Agreement shall have been or, substantially concurrently with the initial Credit Extension shall be, consummated in all material respects in accordance with the terms of the Common Stock Purchase Agreement. Without limiting the generality of the provisions of Section 10.03(a), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder hereunder, and the amendment and restatement of the Existing Credit Agreement pursuant to the terms hereof, is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, (x) in the case of certificates of governmental officials, a recent date before the Closing Date, and (y) with respect to the Security Agreement and the Guaranties, dated as of their original date of execution) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, in the number requested by the Administrative AgentBorrower Affirmation, and a Guaranty or an Affirmation and Consent from each Guarantor, as applicable; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file copies of proper financing statements in form appropriate statements, filed or duly prepared for filing under the Uniform Commercial Code of in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby,thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (Eiv) the Deposit Account Control Agreements and the Securities Account Control Intellectual Property Security Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) each Loan Party, together with evidence that all other action that the Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications (including, without limitation, Organizational Documents and good standing certificates) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (vii) an opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J-1, and as to such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request; (viii) opinions of local counsel for the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J-2, and as to such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no event or circumstance since January 3, 2009, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (including receipt xi) the financial statements described in Section 5.05(a); (xii) a certified copy of duly executed payoff lettersthe Sponsor Management Agreement; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) a Committed Loan Notice and/or Letter of Credit Application, UCC-3 termination statements as applicable, relating to the initial Credit Extension; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) All fees and landlords’ expenses required to be paid on or before the Closing Date shall have been paid in full in cash. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of any Loan Party or any of its Subsidiaries, threatened before any Governmental Authority or arbitrator that could be reasonably likely to have a Material Adverse Effect. (d) All governmental authorizations and bailees’ waiver all material third party consents and consent agreementsapprovals, if any, necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Administrative Agent) and shall remain in effect, and no Law shall be applicable in the reasonable judgment of the Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction. (e) The information contained in the Information Memorandum, as supplemented to the Closing Date and taken as a whole, shall be complete and correct in all material respects, and no changes, occurrences or developments shall have occurred, and no information shall have been received or discovered by the Administrative Agent that, either individually or in the aggregate, could reasonably be expected to (1) have (or have had) a material adverse effect on business, operations, assets, liabilities (actual or contingent), results of operations or condition (financial or otherwise) of the Consolidated Parties, taken as a whole, (2) adversely affect (or has adversely affected) the ability of the Borrower or any Guarantor to perform its obligations under any of the Loan Documents or (3) adversely affect (or has adversely affected) the rights and remedies of the Lenders under the applicable loan documentation. (f) The Borrower shall have paid to each lender under the Existing Credit Agreement (or to the Administrative Agent on behalf of such lenders, for further payment to such Lender on the Business Day immediately following the Closing Date) all principal, all interest accrued through the Closing Date and all other amounts due and owing to such lender under the Existing Credit Agreement (including, without limitation, all losses, costs and expenses to which it is entitled pursuant to Sections 3.05 and 10.05 of the Existing Credit Agreement). Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimile (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the completed Perfection Certificate and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Securities referred to therein (if such Pledged Securities is certificated) accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Intercompany Notes indorsed in blankblank and issuer acknowledges if otherwise, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a completed “perfection certificate” recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other requests searches that the Administrative Agent reasonably deems necessary or appropriate, accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.01, or otherwise acceptable to the Administrative Agent, or have been or contemporaneously will be released or terminated or otherwise provided for information, dated on or before in a manner reasonably satisfactory to the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Administrative Agent. (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); provided that delivery of the items described in the foregoing clauses (iii)(D) through (F) shall be subject to the first paragraph of Section 4.02. (iv) subject to the first paragraph of Section 4.02, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgage, leasehold deed to secure debt and leasehold deed of trust, in substantially the form of Exhibit H-3 (with such changes as may reasonably be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(a) and each other mortgages, deeds of trust, trust deeds, deeds to secure debt, leasehold mortgages, leasehold deeds to secure debt and leasehold deeds of trust delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only the Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects that do not materially interfere with the use or marketability of the property, (D) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (E) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above; (F) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above; (G) opinions addressed to the Administrative Agent and each of the Lenders from local counsel of the Loan Parties regarding due authorization, execution, delivery and enforceability of the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent; (H) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken, and (I) 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 (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto); (v) subject to the first paragraph of Section 4.02, an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially in the form set forth in Exhibit I; (ix) a favorable opinion of (a) Xxxxxxxxx Traurig LLP, local counsel to the Loan Parties in each of Texas, Georgia, and Nevada (b) Johnston, Hinesley, Flowers, Xxxxxxx & Xxxxxx, P.C., local counsel to the Loan Parties in Alabama, (c) Xxxxx Xxxxx Xxxxxxxxxxx LLP, local counsel to the Loan Parties in North Carolina and (d) Xxxxx & Xxxxxxx, local counsel to the Loan Parties in Mississippi, in each case addressed to the Administrative Agent and the Secured Parties, in form and substantive reasonably acceptable to the Administrative Agent and its counsel; (x) [Intentionally omitted] (xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals (other than routine change of ownership filings and other routine healthcare filings) required in connection with the consummation by such Loan Party of the Transaction and the Credit Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that, subject to the proviso in the first paragraph of Section 4.02, the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that the condition set forth under Section 4.01(h) is met. (xiii) a certificate substantially in the form of Exhibit J attesting to the Solvency of the Borrower and its Subsidiaries before and after giving effect to the Transaction, from the Borrower’s chief financial officer; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained (including, without limitation, flood insurance) and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xv) a HIPAA Business Associate Agreement, in substantially the form of Exhibit K, duly executed by Borrower and each Subsidiary that is a “covered entity” under HIPAA. (xvi) evidence that the Existing Credit Agreements have been, or concurrently with the Closing Date are being, terminated and all Liens securing obligations under the Existing Credit Agreements have been, or concurrently with the Closing Date are being, released; and (xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (b) (i) All fees and expenses (including reasonable fees and expenses of counsel) required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement executed by the Borrower, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Guaranty executed by the Guarantors; (iv) the Security Agreement, executed by the Borrower, each Guarantor and the Collateral Agent; (v) the Tesoro Consent, duly executed by each Loan Party, together with:party thereto; (Avi) certificates representing the Pledged Stock referred to therein accompanied Intercreditor Agreement, executed by undated stock powers executed in blank the Borrower, the Administrative Agent, the Revolving Administrative Agent and instruments evidencing any pledged debt instruments indorsed in blank,the Collateral Agent; (Bvii) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of evidence that all jurisdictions actions that the Administrative Agent may deem necessary or desirable in order to ratify, reaffirm, grant and perfect or continue the perfection of the Liens created under the Security Agreement, covering Collateral Documents in favor of the Collateral described in Agent for the Security Agreement,benefit of the Secured Parties has been taken, including delivery of Mortgages (or amendments to existing Mortgages) and related Material Real Property Mortgage Deliverables; provided, however, that to the extent any deposit account control agreements or Material Real Property Mortgage Deliverables are not able to be delivered by the Borrower on or prior to the Closing Date after using commercially reasonable efforts to do so, delivery of such deposit account control agreements and Material Real Property Mortgage Deliverables shall be subject to Section 6.12(f); (Cviii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (ix) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (x) a favorable opinion of each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xi) subject to Section 6.12(f), a favorable opinion of Brena, Xxxx & Xxxxxxxx, P.C., local counsel to the Loan Parties in Alaska, McGuireWoods LLP, local counsel to the Loan Parties in California, Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Idaho, Xxxxxxx Xxxxx PLLP, local counsel to the Loan Parties in Montana, Faegre Xxxxx Xxxxxxx LLP, local counsel to the Loan Parties in North Dakota, Xxxxx Xxxxx, local counsel to the Loan Parties in Utah, and Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Washington, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xii) the Administrative Agent, the Arrangers and the Lenders shall have received all documentation and other information about the Borrower and the Guarantors three (3) Business Days prior to the Closing Date so long as such documentation and information has been reasonably requested in writing by the Administrative Agent, the Arrangers, and the Lenders at least seven (7) business days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act; (xiii) a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date, from the chief financial officer of the Borrower; (xiv) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(d) and 4.02(a) and (b) have been satisfied; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) the applicable Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; (xvi) the Administrative Agent shall have completed “perfection certificate” an environmental due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent; and (xvii) evidence that the Revolving Loan Documents shall become effective prior to or other requests for information, dated substantially concurrently with the closing of this Agreement. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the date of Closing Date shall have been paid and (ii) all fees required to be paid to the initial Credit Extension, describing Lenders on or before the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or desirable in order on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to perfect be incurred by it through the Liens created thereby,closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (Ed) Since December 31, 2014, there shall not have occurred any event, condition or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect other than as disclosed in the Deposit Account Control Agreements Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and any report of the Borrower on Form 10-Q or Form 8-K filed with the Securities Account Control Agreementand Exchange Commission since December 31, in each case as referred 2014, and prior to in the Security Agreement and duly executed by the appropriate parties,December 22, 2015. (Fe) evidence All Loans outstanding under the Existing Credit Agreement shall have been repaid, and all accrued but unpaid interest, commitment fees, and other amounts outstanding thereunder shall have been paid in full. Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that all has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other action that matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent on the date of the initial Credit Extensions under this Agreement: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) guarantee, pledge and security agreement, in form and substance reasonably satisfactory to the Security Agreement, Administrative Agent (x) as duly executed by each Loan Partythe Domestic Subsidiaries of Borrower (as it may be amended, restated, modified and/or supplemented from time to time, the "Guarantee and Collateral Agreement"), and (y) as duly executed by Appleton Canada (as it may be amended, restated, modified and/or supplemented from time to time, the "Guarantee and Collateral Agreement (Canada)"; together with the Guarantee and Collateral Agreement, collectively, the "Guarantee and Collateral Agreements"), together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “"perfection certificate” or other requests for information", dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,substantially in the form furnished by or on behalf of the Administrative Agent prior to such date; (DC) evidence of reasonably satisfactory to the completion of Administrative Agent that all other actions, recordings and filings of or with respect to the Security Agreement Guarantee and Collateral Agreements that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebythereby are capable of being completed promptly following the initial Credit Extensions hereunder, (ED) the control agreements with respect to Deposit Account Control Agreements Accounts and the Securities Account Control AgreementAccounts, in each case as referred to in the Security Agreement Guarantee and Collateral Agreements (to the extent required by the Administrative Agent), duly executed by the appropriate parties, (FE) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement Guarantee and Collateral Agreements has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and any landlords’ ' and bailees’ ' waiver and consent agreementsagreements reasonably requested by the Administrative Agent (to the extent the same are obtainable using commercially reasonable efforts). (iv) Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (B) The Administrative Agent shall have received for each Mortgaged Property either (a) a recent or updated survey of the Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent or (b) an existing survey of the Mortgaged Property (without update), together with an affidavit of no change (or with changes noted therein to the extent the Administrative Agent has not objected), so long as the title insurance company issuing the policy referred to in clause (C) below (the "Title Insurance Company") shall agree to issue the mortgagee's title insurance policy, excluding the standard survey exception, but including the survey dependent endorsements. (C) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (1) be in an amount reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as permitted under Section 7.03 hereof; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 2006 (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (D) If requested by the Administrative Agent and the Mortgaged Property is located in a special flood hazard area under the National Flood Insurance Act of 1968, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by the applicable Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB. (E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties. (v) an intellectual property security agreement, in form and substance reasonably satisfactory to the Administrative Agent (together with each other intellectual property security agreement and intellectual property security agreement supplement, in each case as amended, the "Intellectual Property Security Agreement"), duly executed by each U.S. Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower, Holdings and the other Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of White & Case LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents in form and substance reasonably satisfactory to the Administrative Agent; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that there has been no event or circumstance since January 3, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (B) no action, suit, investigation or proceeding is pending, or to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (x) a Borrowing Base Certificate signed by a Responsible Officer setting forth a calculation of the Borrowing Base as of the Closing Date, based on information as at January 31, 2010; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties (other than Foreign Subsidiaries) that constitutes Collateral; (xii) evidence of the receipt by the Borrower in immediately available Dollars of proceeds of the issuance of the First Lien Notes in an aggregate amount not less than $275,000,000; (xiii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xiv) the First Lien Note Intercreditor Agreement duly executed by each of the parties thereto (other than the Administrative Agent) and in form and substance satisfactory to the Administrative Agent; (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Administrative Agent for the benefit of the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) After giving effect to all Credit Extensions made on the Closing Date, Excess Availability shall be equal to or greater than 50% of the Borrowing Base set forth in the initial Borrowing Base Certificate delivered by the Borrower pursuant to Section 4.01(a)(x). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each of the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless, in the case of a Lender, the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, except to the extent such conditions are subject to the Post-Closing Agreement: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by counterparts of each other Loan PartyDocument, together with: (A) certificates representing instruments evidencing the Pledged Stock referred to therein Debt accompanied by undated stock powers allonges executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FD) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) the Perfection Certificate, duly executed by each Loan Party; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Xxxxx, Xxxx & X’Xxxxxxxx, P.C., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of Xxxxxxx, Xxxxxxxxx LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions (other than with regard to the Acquisition) (including, governmental, shareholder and third party consents such as clearance under the Xxxx-Xxxxx Xxxxxx Act) and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) a certificate signed by a Responsible Officer of the Borrower certifying that no material change has occurred since March 31, 2009, the date of the pro forma combined balance sheet of the Borrower and its Subsidiaries after giving effect to the Transactions which the Borrower previously provided to the Administrative Agent, with respect to either the Borrower or the Target Company or their respective Subsidiaries which would have a material adverse effect on the combined financial condition of the Borrower and the Target Company and their respective Subsidiaries as reflected in such pro forma combined balance sheet; (xii) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower for a period at least through the Maturity Date, including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries, and prepared on a quarterly basis for the first year following the Closing Date; (xiii) interim financial statements for the Borrower and the Target Company as of a date no more than 60 days prior to the Closing Date; (xiv) a certificate attesting to the Solvency of each Loan Party before and after giving effect to the Transactions, from its chief financial officer; (xv) evidence that all property and liability insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xvi) a Borrowing Base Certificate duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower relating to the initial Credit Extension; (xvii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended June 30, 2009, signed by chief executive officer, chief financial officer, treasurer or controller of the Borrower; (xviii) evidence that loans made pursuant to the Existing Credit Agreement by any lender other than those party to this Agreement have been paid off and that letters of credit issued under the Existing Credit Agreement by any letter of credit issuer other than those party to this Agreement have been replaced; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and such counsel). (d) The Administrative Agent, Lenders and Arranger shall have completed a due diligence investigation, including such collateral reviews, field examinations, audits, assessments or other reviews that the Administrative Agent deems appropriate, of the Borrower, the Target Company and their respective Subsidiaries in scope, and with results, satisfactory to the Administrative Agent, Lenders, and Arranger and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower, the Target Company and their respective Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested; (e) The Administrative Agent shall be satisfied with the Borrower’s corporate, capital and ownership structure. (f) The Administrative Agent and Arranger shall be satisfied that there has been no material adverse change in the business, assets, properties, liabilities, operations, condition or prospects of the Borrower or the Target Company. (g) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality could, in the judgment of the Administrative Agent or Arranger, reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities, operations, condition or prospects of the Borrower or the Target Company, or could impair the Borrower’s ability to perform any of its obligations under the Loan Documents, or could reasonably be expected to materially and adversely affect the Transactions. (h) On the Closing Date, the Borrower shall discharge all of the $23,032,000 of outstanding Senior Secured Notes in accordance with the applicable provisions of the Senior Secured Notes Indenture. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty; (ii) a Note executed by the Company Borrower in favor of each Lender requesting party to this Agreement on the Closing Date that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) the Security Agreementeach Collateral Document set forth on Schedule 1.01B, duly executed by each Loan PartyParty party thereto, together with: (A) certificates certificates, if any, representing the Pledged Stock referred to therein Equity Interests constituting Collateral accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments constituting Collateral indorsed in blank,blank (provided that, to the extent required by applicable Law, all certificates representing such Equity Interests shall be held by, or on behalf of, the Administrative Agent in the State of Nevada); (B) authorization by opinions of counsel for the Loan Parties in states in which the Loan Parties are formed or the Mortgaged Properties are located, with respect to file financing statements perfection of the Liens granted pursuant to the Collateral Documents (including the Mortgages) and any related filings, recordations or notices (including fixture filings), in each case, in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that and substance reasonably satisfactory to the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Agent; (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (including UCC financing statements, other filings, recordations or desirable notices and, with respect to the Mortgaged Properties, title insurance, surveys and environmental assessments referred to in the Collateral and Guarantee Requirement) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (D) evidence that all approvals of the Pledge Agreement and the Shareholder Pledge Agreement required to be obtained from Gaming Authorities under applicable Gaming Laws in order for such agreements to perfect the Liens created thereby,become fully effective shall have been obtained and shall be in full force and effect; (Eiv) executed counterparts of (A) the Deposit Account Control Agreements LandCo Credit Agreement and each other LandCo Loan Document and (B) the OpCo Credit Agreement and each other OpCo Loan Document in each case, together with evidence that all conditions precedent to effectiveness thereof have been satisfied; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Securities Account Control other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) (A) a legal opinion from Milbank, Tweed, Xxxxxx & XxXxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit J-1 and (B) a legal opinion from Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Nevada counsel to the Loan Parties, substantially in the form of Exhibit J-2; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) there has been no change, effect, event or occurrence since the Plan Effective Date that has had or could reasonably be expected to have a Material Adverse Effect, (B) no Default shall exist, or would result from the Credit Extension on the Closing Date or from the application of the proceeds therefrom and (C) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; (viii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Restructuring Transactions, from the principal accounting officer of the Borrower; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as lender loss payee or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (x) certified copies of the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement, the Non-Compete Agreement, the Manager Documents, the OpCo Cost Allocation Agreement and the OpCo Transition Services Agreement, duly executed by the parties thereto, together with all other Material Contracts, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; (xi) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xii) certified copies of each of the Holding Company Tax Sharing Agreement and the OpCo Tax Sharing Agreement duly executed by all parties thereto which is in full force and effect on the Closing Date; (xiii) all information and copies of all documents and papers, including records of each Loan Party proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Loan Party or Governmental Authorities; (xiv) certified copies of all agreements entered into by the Holding Companies or any of their Subsidiaries governing the terms and relative rights of their Equity Interests and any agreements entered into by its shareholders relating to any such entity with respect to their Equity Interests; and (xv) each of the other documents, instruments and certificates set forth on Schedule 1.01B. (b) The Plan of Reorganization shall have been confirmed by the Bankruptcy Court pursuant to the Confirmation Order, which has terms and conditions reasonably satisfactory to the Lenders. The Confirmation Order shall not be subject to a stay and the Plan Effective Date shall have occurred. (c) On the Closing Date, the New PropCo Acquired Assets Transfers shall have been consummated in accordance with the terms and conditions of the Plan of Reorganization, the New PropCo Acquired Assets Transfer Documents and all applicable Laws. On the Closing Date, (x) the Administrative Agent shall have received true and correct copies of all New PropCo Acquired Assets Transfer Documents, in each case as referred (to in the Security Agreement and duly executed extent requested by the appropriate parties, Administrative Agent) certified as such by a Responsible Officer of the Borrower, (Fy) evidence that all other action that such New PropCo Acquired Assets Transfer Documents and all terms and conditions thereof shall be in form and substance reasonably satisfactory to the Administrative Agent may deem necessary or desirable and the Required Lenders and (z) all such New PropCo Acquired Assets Transfer Documents shall be in order full force and effect. All conditions precedent to perfect the Liens created under New PropCo Acquired Assets Transfers, as set forth in the Security Agreement has New PropCo Acquired Assets Transfer Documents, shall have been taken satisfied, and not waived unless consented to by the Administrative Agent and the Required Lenders, to the reasonable satisfaction of the Administrative Agent and the Required Lenders. (including receipt d) On the Closing Date, the Acquisition shall have been consummated in accordance with the terms and conditions of duly executed payoff lettersthe Acquisition Documents and all applicable law. On the Closing Date, UCC-3 termination statements (x) the Administrative Agent shall have received true and landlords’ correct copies of all Acquisition Documents, in each case (to the extent requested by the Administrative Agent) certified as such by a Responsible Officer of the Borrower, (y) all such Acquisition Documents and bailees’ waiver all terms and consent agreements)conditions thereof shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and (z) all such Acquisition Documents shall be in full force and effect. All conditions precedent to the Acquisition, as set forth in the Acquisition Documents, shall have been satisfied, and not waived unless consented to by the Administrative Agent and the Required Lenders, to the reasonable satisfaction of the Administrative Agent and the Required Lenders.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the ROV Guaranty, the KGaA Guaranty and the UK Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Note Notes executed by each of the Company Borrowers in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Security Agreement"), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank,, 112 (B) authorization by the Loan Parties to file proper financing statements statements, in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby,, and (E) evidence of the Deposit Account Control Agreements insurance required by the terms of the Security Agreement. (iv) an intellectual property security agreement, in substantially the form attached to the Security Agreement (together with each other intellectual property security agreement and the Securities Account Control Agreementintellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as referred to in amended, the "Intellectual Property Security Agreement and Agreement"), duly executed by the appropriate parties, (F) each Loan Party, together with evidence that all other action actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement have been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of local counsel to the Loan Parties in each of Germany, England, Delaware, California, Missouri, Wisconsin and Hawaii, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a favorable opinion of Weil, Gotshal & Xxxxxx, counsel for UIC, delivered in connection with the Merger; (x) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required and a certificate of a director of the UK Borrower that the Borrowings to be made by it hereunder will not breach any borrowing, guarantee, security or other limit binding on the UK Borrower; (xi) a certificate signed by a Responsible Officer of the U.S. Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (xii) certificates and letters attesting to the Solvency of each Loan Party before and after giving effect to the Transaction (and the incurrence of Indebtedness related thereto), from its Chief Financial Officer; (xiii) pro forma consolidated financial statements as to the U.S. Borrower and its Subsidiaries that (1) meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1 (including the inclusion of footnote disclosure) (2) are not materially inconsistent with the Audited Financial Statements and (3) do not contain or disclose any new facts or information that are material and adverse to the Lenders and forecasts prepared by management of the U.S. Borrower, in form and substance satisfactory to the Arrangers, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the day of the initial Credit Extension and on an annual basis for each year thereafter until the Maturity Date for the Term Facilities, which shall state the assumptions on the basis of which such forecasts shall have been prepared, it being understood that actual results may vary from such forecasts and such variations may be material; (xiv) certified copies of each of the Related Documents, duly executed by the parties thereto and with no amendments, supplements or waivers thereto since January 3, 2005 in any manner adverse to the Lenders, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request; (xv) certified copies of a certificate of merger or other confirmation reasonably satisfactory to the Lenders of the consummation of the Merger from the Secretary of State of the State of Delaware; (xvi) a Notice of Borrowing or Notice of Issuance, as applicable, relating to the initial Credit Extension; (A) evidence that all of the outstanding "Loans" as defined in the Existing Rayovac Credit Agreement have been purchased by the Lenders hereunder, (B) evidence that the Existing UIC Credit Agreement has been taken or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing UIC Credit Agreement have been or concurrently with the Closing Date are being released, (including receipt of duly executed payoff letters, UCC-3 termination statements C) evidence that the U.S. Borrower has accepted for payment and landlords’ and bailees’ waiver paid for all UIC Notes tendered in the tender offer and consent agreements).solicitation conducted with respect to the UIC Notes prior to the Closing Date and (D) UIC shall have mailed or caused to be mailed, by first class mail, their irrevocable notice of redemption to each holder of UIC Notes in accordance with the provisions of Article III of the Indenture dated March 27, 2003, among UIC, the Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, and shall state that the redemption date for the UIC Notes, shall be 30 days from the date such notice is mailed; and

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, in the number requested by the Administrative AgentAgreement and each Guaranty; (ii) a Note executed by the Company U.S. Borrower (or the P.R. Borrower in the case of P.R. Term Notes) in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) the Security Agreementeach Collateral Document set forth on Schedule 4.01, duly executed by each Loan PartyParty thereto, together with: (A) certificates certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions evidence that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or desirable otherwise provided for in order a manner reasonably satisfactory to perfect the Liens created thereby,Administrative Agent; and (EC) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or any of its Subsidiaries as debtor and that are filed in the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as jurisdictions referred to in Schedule 2(b) of the Perfection Certificate (as defined in the U.S. Security Agreement), together with copies of such other financing statements that name Holdings or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Liens permitted under Section 7.01 or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the execution and delivery of this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) (A) opinion from Fried, Frank, Harris, Xxxxxxx and Xxxxxxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I and (B) opinions from local counsel to the Loan Parties (not otherwise covered by the opinion described in immediately preceding clause (A)), in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request; (vi) a certificate substantially in the form of Exhibit H attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the U.S. Borrower; (vii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (viii) certified copies of the Separation Documents, duly executed by the appropriate parties, (F) evidence that parties thereto, together with all material agreements, instruments and other action that documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the U.S. Borrower that such documents are in full force and effect as of the Closing Date; and (ix) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension. Notwithstanding anything to the contrary contained herein, with respect to any Collateral the security interest in which may deem necessary not be perfected by filing of a Uniform Commercial Code financing statement, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date without undue burden or desirable in order expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent hereunder and the Borrowers hereby agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within sixty (60) days after the Liens created under Closing Date. (b) All fees and expenses required to be paid hereunder and invoiced before the Security Agreement has Closing Date shall have been taken paid in full in cash. (c) Prior to or simultaneously with the initial Credit Extension, the Spin-off shall be consummated in accordance with the terms of the Separation Documents (and no material provision thereof (including receipt the conditions precedent set forth therein) shall have been amended, modified, supplemented or waived in a manner material and adverse to the interests of duly executed payoff lettersthe Lenders without the consent of the Arrangers, UCC-3 termination statements and landlords’ and bailees’ waiver and which consent agreementsshall not be unreasonably withheld). (d) Prior to or simultaneously with the initial Credit Extensions, the Borrowers shall have taken all necessary actions such that, immediately after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Term Loans and L/C Obligations and (B) Indebtedness listed on Schedule 7.03(b) and (ii) the U.S. Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder enter into this Agreement is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of Holdings or the signing Loan Party, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Holdings Guaranty, the Stripes Holdings Guaranty and the Subsidiary Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) executed counterparts of the AutoBorrow Agreement; (iii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iiiiv) the Security Agreement, Agreement duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments Indebtedness required to be delivered pursuant to the thresholds set forth in Section 6.12 indorsed in blank,; (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Agreement (including, to the extent applicable, receipt of UCC-3 termination statements and “control” (within the meaning of Section 8-106 of the UCC) with respect to uncertificated securities); (C) a completed “perfection certificate” or other requests for informationcopies of all Uniform Commercial Code, dated on or before judgment and tax lien searches with respect to the date personal property Collateral, together with copies of the initial Credit Extensionfinancing statements (or similar documents) disclosed by such searches, describing and accompanied by evidence that any Liens indicated in any such financing statements that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the assets of the Loan Parties and any existing Liens,Administrative Agent); and (D) evidence of the completion of Susser Consent, duly executed by each party thereto. (v) each Mortgage duly executed by each Loan Party party thereto and in form suitable for filing or recording in all other actions, recordings and filings of filing or with respect to the Security Agreement recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to perfect create a valid first and subsisting Lien on the Liens created therebyMortgaged Real Property subject to such Mortgage; (vi) the Holdings Pledge Agreement duly executed by Holdings, together with: (A) certificates representing the pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged Indebtedness required to be delivered pursuant to the thresholds set forth in Section 6.12 indorsed in blank, (EB) proper financing statements in form appropriate for filing under the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that Uniform Commercial Code of all other action jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Holdings Pledge Agreement, covering the Collateral described in the Holdings Pledge Agreement has been taken (including including, to the extent applicable, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ “control” (within the meaning of Section 8-106 of the UCC) with respect to uncertificated securities), and (C) copies of all Uniform Commercial Code, judgment and bailees’ waiver tax lien searches with respect to the personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and consent agreementsaccompanied by evidence that any Liens indicated in any such financing statements that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent). (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower or such Guarantor is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that each such Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (ix) a favorable opinion of Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning Holdings and the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (x) a certificate of a Responsible Officer of Holdings and each Loan Party either (A) certifying that it has received all material consents, licenses and approvals required in connection with the consummation by such Person of the Transaction and the execution, delivery and performance by the Borrower and each Guarantor and the validity against the Borrower or such Guarantor of the Loan Documents to which it is a party, and such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no change, occurrence or development since December 30, 2012, that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (xii) the Audited Financial Statements and internally prepared consolidating schedules derived from the preparation of such Audited Financial Statements for the Restricted Entities for the fiscal year ended December 31, 2012; (xiii) certificates attesting to the Solvency of (A) Holdings, together with its Subsidiaries on a consolidated basis, and (B) the Restricted Entities on a consolidated basis, in each case, before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date and the consummation of the Transaction, from the chief financial officer of Holdings and the Borrower; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral on the Closing Date; (xv) evidence reasonably satisfactory to the Administrative Agent that all obligations under the Existing Credit Agreement shall have been retired and arrangements reasonably satisfactory to the Administrative Agent shall have been made for the release, amendment, assignment, or restatement, as appropriate, of all Liens securing the obligations under the Existing Credit Agreement and the termination or amendment and restatement, as applicable, of all related credit documents; and (xvi) such other assurances, certificates, documents, consents, reports or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) Other than as permitted by Section 7.02 and any Indebtedness incurred pursuant to this Agreement, after giving effect to the Transaction and the transactions contemplated hereby, no third-party indebtedness for borrowed money of the Restricted Entities shall remain outstanding as of the Closing Date. (e) There shall be no actions, suits, proceedings, claims or disputes ongoing, pending or, to the knowledge of the Borrower, threatened in any court or conducted before or by any arbitrator or Governmental Authority, by or against Holdings, Stripes Holdings, the Borrower or any of their respective Subsidiaries that (i) purport to affect or pertain to the Transaction, this Agreement or any other Loan Document, or the extensions of credit contemplated hereby or (ii) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (f) The Administrative Agent shall have received evidence reasonably satisfactory to it that all action that it deems necessary or desirable in order to perfect the Liens created under the Collateral Documents has been (or, substantially concurrent with the funding of the initial Credit Extensions made on the Closing Date, will be) taken (including UCC-3 termination statements). (g) Holdings and the Loan Parties shall have provided to the Administrative Agent all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested prior to the Closing Date by any Lender. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder of Initial Term Loans on the Closing Date is subject to satisfaction or waiver of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,, and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (DB) evidence of the completion of that all other actions, recordings recordings, and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created thereby,Collateral described in the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements); (Eiv) a pledge agreement, in substantially the Deposit Account Control Agreements form of Exhibit H (together with each other pledge agreement and the Securities Account Control Agreementsupplement delivered pursuant to Section 6.12, in each case as referred to amended, the “Pledge Agreement”), in the Security Agreement and each case duly executed by each of the appropriate parties,Parent Entities and the Administrative Agent, together with: (FA) evidence that proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all other action jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement Pledge Agreement, covering the Pledged Equity described therein (which shall be uncertificated), and (B) evidence that all other actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in order to create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Pledged Equity (which shall be uncertificated) has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements); (v) to the extent requested by Administrative Agent, lxxx searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation, showing no financing statements or other Lien instruments of record except for Lxxxx created or permitted by the Loan Documents or Liens being released on the Closing Date; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and landlords’ capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and bailees’ waiver the other Loan Documents to which such Loan Party is a party; (vii) such documents and consent agreementscertifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (viii) a customary opinion of (A) Wxxx, Gxxxxxx & Mxxxxx LLP, counsel to the Loan Parties, (B) Hxxxx Lovells, counsel to the Loan Parties organized in Maryland, (C) Jxxxxxx Xxxxxx LLP, counsel to the Loan Parties organized in Delaware, (D) Cxxxxxxxxx, Wxxxxxxxxx & Txxx LLP, counsel to the Loan Parties and (E) Lxxxx Lord, LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, and each as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying: (A) that no Default or Event of Default shall have occurred and be continuing and (B) that there has been no event or circumstance since September 30, 2020, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (excluding (i) the COVID-19 pandemic and (ii) domestic political and/or social unrest).; (C) as to the matters set forth in Section 4.01(e); and (D) that the following representation shall be true and correct in all respects, both (x) if the “Applicable Date” means December 26, 2020 and (y) if the “Applicable Date” means Closing Date: (1) all written information, including for the avoidance of doubt all 10-K and 10-Q filings with the Securities and Exchange Commission of the Parent (but other than financial projections referred to in clause (2) below or information of a general economic or general industry nature) that has been made available to the Administrative Agent and the Lenders by the Borrower or any of its Affiliates or representatives on or prior to the Applicable Date in connection with the transactions contemplated hereby, taken as a whole (including giving effect to any supplements to the information prior to Applicable Date), is, as of the date hereof, complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of circumstances under which the statements were made and (2) all financial projections concerning the Borrower and its Subsidiaries and Controlled JV Subsidiaries that have been made available to the Administrative Agent and the Lenders by the Borrower or any of its Affiliates or representatives on or prior to the Applicable Date in connection with the transactions contemplated hereby, taken as a whole, have been prepared in good faith based upon assumptions believed to be reasonable as of the Applicable Date; it being understood and acknowledged that any such projections are as to future events and are not to be viewed as facts, and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, that no assurance can be given that any particular projections can be realized, that actual results may differ significantly from the projected results and that such differences may be material; and

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this the Guaranty, the Security Agreement, the Intercreditor Agreement and the completed Perfection Certificate (including the schedules thereto), sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Securities referred to therein accompanied by undated stock powers executed in blank in the case of equity and instruments evidencing any pledged debt instruments indorsed in blankblank in the case of debt, (B) authorization certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in the state in which any Loan Party is organized or the county in which any Company maintains its principal place of business and such other searches that are required by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions Perfection Certificate or that the Administrative Agent may deem deems necessary or desirable in order to perfect the Liens created under the Security Agreementappropriate, covering none of which encumber the Collateral described in covered or intended to be covered by the Security Agreement,Collateral Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Administrative Agent); provided that to the extent not delivered prior to the initial Credit Extension such searches shall be permitted to be delivered on a post-closing basis pursuant to Section 6.18; (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements statements); (iv) an intellectual property security agreement for each of copyrights, patents and landlords’ trademarks, in substantially the form attached to the Security Agreement (as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and bailees’ waiver capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Secured Parties, in a form reasonably satisfactory to the Arrangers; (viii) a favorable opinion of each of (x) Xxxxx Xxxxx Xxxx, Ohio local counsel to the Loan Parties, (y) Xxxxxxx Xxxxxx LLP, Oregon local counsel to the Loan Parties and (z) Babst, Calland, Xxxxxxxx and Zomnir, P.C., Pennsylvania local counsel to the Loan Parties in each case addressed to the Administrative Agent and the Secured Parties, each in a form reasonably satisfactory to the Arrangers; (ix) a favorable opinion of Xxxxxxxx, Xxxxx & Xxxxxxxx, PLC, FCC regulatory counsel to the Loan Parties, addressed to the Administrative Agent and the Secured Parties, in a form reasonably satisfactory to the Arrangers; (x) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, indicating that the Administrative Agent, on behalf of the Secured Parties, has been named as an additional insured or loss payee, with respect to applicable insurance policies (except to the extent required on a post-closing basis by Section 6.18); (xiv) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xv) the 2002 Subordinated Notes shall have been redeemed and cancelled to the extent required by the Borrower’s outstanding tender offer and an indenture supplement consistent with the Borrower’s previously announced consent agreements)solicitation in respect of the 2002 Subordinated Notes shall have become effective; (xvi) evidence that the $4.3 million swingline agreement with Xxxxx Fargo Bank, N.A. has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under such agreement have been, or concurrently with the Closing Date are being, released; (xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require; and (xviii) receipt of evidence satisfactory to the Administrative Agent of the settlement and termination of all interest rate Swap Contracts of the Borrower and its Subsidiaries. (b) (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings. (d) The Borrower shall have received at least $298.0 million in aggregate gross proceeds from the sale of the Senior Notes on terms satisfactory to the Arrangers. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by Guaranties and the Administrative AgentPerfection Certificate; (ii) a Note Notes executed by the Company each Borrower in favor of each Lender requesting a NoteNotes; (iii) a pledge and security agreement, in substantially the form of Exhibit F (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.13 , in each case as amended, the “ Security AgreementAgreement ”), duly executed by the Company and each Loan Partyof the Guarantors listed on Schedule G-1 that is a Domestic Subsidiary, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,, and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets of the Loan Parties financing statements referred to in clause (B) above and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party that is a party to the Security Agreement that as debtor, together with copies of such other financing statements; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may deem necessary or desirable require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in order connection with this Agreement and the other Loan Documents to perfect the Liens created thereby,which such Loan Party is a party; (Ev) such documents and certifications as the Deposit Account Control Agreements Administrative Agent may reasonably require (but only to the extent such concepts exist under applicable law) to evidence that each Loan Party is duly organized or formed, and that each Borrower and Guarantor (other than Herbalife Taiwan) is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) favorable opinions of Gxxxxx, Dxxx & Cxxxxxxx, special counsel to the Loan Parties, in substantially the form of Exhibit J-1 , Mxxxxx and Calder, special Cayman Islands counsel to the Loan Parties, in substantially the form of Exhibit J-2 , of Axxxxx & Mxxxxxxxx, special Luxembourg counsel to the Loan Parties, in substantially the form of Exhibit J-3 , and of Bxxxxxxxxx Hyatt Fxxxxx Sxxxxxx, LLP, special Nevada counsel to the Loan Parties, in substantially the form of Exhibit J-4 , each addressed to the Administrative Agent and each Lender; (vii) a certificate of a Responsible Officer of Holdings either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the Securities Account Control Agreementvalidity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in each case full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of Holdings certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied (other than any such conditions as referred are subject to the judgment or discretion of the Administrative Agent or any Lender), (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the Security Agreement aggregate, a Material Adverse Effect and duly executed by (C) a calculation of the appropriate parties,Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date; (Fix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on December 31, 2010, signed by a Responsible Officer of the Company; (x) evidence that all other action insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been, concurrently with the Closing Date are being, or provision being provided therefor to be, released. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or desirable in order on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to perfect be incurred by it through the Liens created under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements Company and landlords’ and bailees’ waiver and consent agreementsthe Administrative Agent). (d) The Closing Date shall have occurred on or before March 31, 2011. Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Amendment and Restatement Closing Date is subject to satisfaction (subject to Section 6.15(b)) or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Amendment and Restatement Closing Date (or, in the case of certificates of governmental officials, a recent date before the Amendment and Restatement Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Existing Guaranty Supplement in substantially the form of Exhibit F hereto and the Intercreditor Agreement in substantially the form of Exhibit M hereto, sufficient in number requested by for distribution to each Agent, each Lender and the Administrative AgentBorrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a NoteNote (provided that any Lender holding a Note issued pursuant to the Existing Credit Agreement that requests a new Note shall have returned its existing Note to the Administrative Agent); (iii) the Existing Security AgreementAgreement Supplement, duly executed by each Loan Party, together with: (A) certificates (if any) representing the Pledged Stock Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, in each case, to the extent not already in the possession of the Administrative Agent, (B) authorization by the Loan Parties to file copies of proper financing statements in form appropriate statements, duly prepared for filing under the Uniform Commercial Code of in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the First Lien Security Agreement, covering the Collateral described in the First Lien Security Agreement,, and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of that all other actions, recordings and filings of or with respect to the First Lien Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby,; (Eiv) a security agreement, in substantially the Deposit Account Control Agreements form of Exhibit G-2 hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.11 and 6.15 and evidencing a second priority lien and security interest in the Securities Account Control AgreementCollateral thereunder, in each case as referred amended, the “Second Lien Security Agreement”), duly executed by each Loan Party, together with: (A) copies of proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the second priority liens and security interests created under the Second Lien Security Agreement, covering the Collateral described in the Second Lien Security Agreement, and (B) evidence that all other actions, recordings and filings of or with respect to the Second Lien Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby; (v) the First Lien Mortgages, duly executed by the appropriate partiesLoan Party, together with: (A) evidence that a counterpart of the Existing Mortgage Supplement has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in the applicable Ohio jurisdiction and that all applicable filing and recording taxes and fees have been paid or otherwise provided for to the satisfaction of the Administrative Agent, (FB) evidence that a counterpart of the New Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in the applicable Indiana jurisdiction and that all applicable filing and recording taxes and fees have been paid, and (C) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the Orrville, Ohio property and the Noblesville, Indiana property, subject to Liens permitted by Section 7.01, has been taken; (vi) mortgages, in substantially the form of Exhibit H-3 hereto (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the Borrower’s Orrville, Ohio fertilizer plant and the Borrower’s Noblesville, Indiana plant (together with each other mortgage delivered pursuant to Section 6.11, in each case as amended, the “Second Lien Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that a counterpart of the Second Lien Mortgage covering the Orrville, Ohio property has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in the applicable Ohio jurisdiction and that all applicable filing and recording taxes and fees have been paid or otherwise provided for to the satisfaction of the Administrative Agent, (B) evidence that a counterpart of the Second Lien Mortgage covering the Noblesville, Indiana property has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in the applicable Indiana jurisdiction and that all applicable filing and recording taxes and fees have been paid, and (C) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid second and subsisting Lien on the Orrville, Ohio property and the Noblesville, Indiana property, subject to Liens permitted by Section 7.01, has been taken; (vii) the Existing IPSA Supplement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the First Lien Intellectual Property Security Agreement has been taken; (viii) an intellectual property security agreement, in substantially the form of Exhibit I-2 hereto (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.11 and 6.15, in each case as amended, the “Second Lien Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the second priority liens and security interests created under the Second Lien Intellectual Property Security Agreement has been taken; (ix) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (x) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing under its jurisdiction of incorporation; (xi) a reasonably satisfactory opinion of Weil, Gotshal and Xxxxxx LLP, special counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J-1 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (xii) reasonably satisfactory opinions of local counsel to the Loan Parties, as to the matters set forth in Exhibit J-2 and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (xiii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower or any other Loan Party and the validity against the Borrower or such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xiv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since July 9, 2004 that has had or could be reasonably expected to have, either individually or in the aggregate, a UPG Material Adverse Effect; (xv) certificates attesting to the Solvency of the Borrower and its Subsidiaries taken as a whole, after giving effect to the UPG Acquisition, from its Chief Financial Officer; (xvi) reasonably satisfactory evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the endorsements of insurance required by the terms of the Security Agreements; (xvii) a notice of borrowing or notice of letter of credit issuance, as applicable, relating to the Credit Extension on the Amendment and Restatement Closing Date; and (xviii) (A) unaudited consolidated balance sheet and income statement of UPG and its Subsidiaries for any interim monthly periods ended since March 31, 2004 for which such statements are available, and a pro forma balance sheet, income statement and statement of cash flows as to the Borrower and its Subsidiaries as of the end of and for the most recent four fiscal quarter period ended at least 45 days prior to the Amendment and Restatement Closing Date, in each case adjusted to give effect to the consummation of the UPG Acquisition as if the UPG Acquisition, (x) with respect to the pro forma balance sheet, had occurred on such date, and (y) with respect to the pro forma income statement and pro forma statement of cash flows, had occurred on the first day of such four fiscal quarter period and (B) the forecasts prepared by management of the Borrower of balance sheets, income statements and cash flow statements for each month ending after the Amendment and Restatement Closing Date through December 31, 2004 and for each year commencing with the first fiscal year following the Amendment and Restatement Closing Date for the term of the Facilities; and (xix) certified copies of the UPG Acquisition Documents duly executed by the parties thereto, which shall be in form and substance reasonably satisfactory to the Administrative Agent. (i) The UPG Acquisition shall be consummated simultaneously with the Credit Extension on the Amendment and Restatement Closing Date in accordance with the terms of the UPG Merger Agreement, (ii) the final UPG Merger Agreement (including receipt all schedules and exhibits thereto) and other material related documentation shall be reasonably satisfactory to the Bookrunners (it being understood and agreed that the final Merger Agreement dated June 14, 2004 among the Borrower, Saturn MergerCo., Inc. and UPG and the related documentation reviewed by the Bookrunners as of duly executed payoff lettersthe date thereof are satisfactory), UCC-3 termination statements (iii) no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any manner materially adverse to the Lenders without the approval of the Bookrunners and landlords’ (iv) concurrently with, and bailees’ waiver in addition to, the Term Borrowings to be made on the Amendment and consent agreements)Restatement Closing Date, the Borrower shall utilize an aggregate amount in (A) cash equity of the Borrower and (B) cash on hand of the Borrower sufficient to consummate the UPG Acquisition. (c) The Administrative Agent shall (i) be reasonably satisfied that there has been no material adverse change (from the standpoint of the Lenders) in the pro forma capital and ownership structure and the shareholder arrangements of the Borrower and each of the Guarantors since July 9, 2004 (other than as to be effected pursuant to the UPG Acquisition) or (ii) have approved any such change. (d) All material governmental, shareholder and material third party consents and approvals (including, without limitation, Xxxx-Xxxxx-Xxxxxx clearance, if applicable) necessary in connection with the UPG Acquisition shall have been obtained and shall remain in effect; all applicable waiting periods in connection with the UPG Acquisition shall have expired, without any action being taken by any Governmental Authority that would have the effect of (i) making the consummation of the UPG Acquisition illegal or (ii) otherwise prohibiting the consummation of the UPG Acquisition. (e) There shall exist no action, suit, investigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that could be reasonably be expected to have a UPG Material Adverse Effect. (f) All Loans made by the Lenders to the Borrower shall be in full compliance with the Federal Reserve’s margin regulations. (g) All fees required to be paid on or before the Amendment and Restatement Closing Date (including the fees and expenses of counsel to the Administrative Agent) shall have been paid.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender in its sole discretion: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty; (ii) a Note term note executed by the Company Borrower in favor of each the Lender requesting a in the form of Exhibit D (the “Term Note”); (iii) a pledge and security agreement, in substantially the form of Exhibit E-1 (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.14 or 7.03(g), in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank[intentionally omitted], (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent Lender may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent Lender may deem necessary or desirable in order to perfect the Liens created thereby, (E) control agreements for deposit accounts, securities accounts and commodities accounts maintained by the Deposit Account Control Agreements Loan Parties (other than those maintained with the Lender and except for the Securities Account Control AgreementFifth Third Account), in each case as referred to in the Security Agreement Lender may reasonably request, and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent Lender may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements statements); (iv) the separate Deeds of Trust, Assignment of Leases and landlordsRents, Security Agreement and Fixture Filing, in substantially the form of Exhibit E-2 (with such changes as may be satisfactory to the Lender and its counsel to account for local law matters) and covering the properties identified to be mortgaged on Schedules 5.08(c) and (d)(i) (and each other mortgage delivered in connection with the Loan Documents, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Lender may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Lender for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (B) separate, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies for each of the Borrower’s Owned Real Properties (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Lender (which amounts shall not be less than the Term Loan Commitment), issued, coinsured and reinsured by title insurers acceptable to the Lender, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and baileesmaterialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ waiver and consent materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Lender may deem necessary or desirable, (C) the Lender’s evaluation and acceptance in its reasonable discretion of the environmental condition of the Borrower’s Owned Real Properties based on (1) the Borrower’s completion of an environmental questionnaire provided by the Lender, and (2) a “no change” letter from the professional firm performing the surveys on the Borrower’s Owned Real Properties, (D) certified copies of each of the existing lease agreements for the Borrower’s Owned Real Properties (collectively, the “Real Property Lease Agreements”), (E) [intentionally omitted], (F) agreements of subordination, nondisturbance and attornment for each of the Borrower’s Owned Real Properties by and among the Lender and each existing landlord and tenant at such properties, (G) [intentionally omitted], (H) evidence that all taxes currently due on the Borrower’s Owned Real Property have been paid, (I) rent roll for all of the Borrower’s Owned Real Properties, certified by a Responsible Officer of the Borrower, (J) evidence of the insurance required by the terms of the Mortgages, (K) the Lender has determined that there have been no material changes to the valuation amounts or underlying facts set forth in the previously provided FFIRREA appraisals of each of the properties described in the Mortgages. (L) evidence that all other action that the Lender may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages (subject to Permitted Encumbrances) has been taken (M) confirmation from the Lender that the condition and nature of the Collateral consisting of the Borrower’s Owned Real Properties are acceptable; (v) [intentionally omitted]; (vi) such certificates of resolutions or other comparable action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the other Loan Parties are validly existing, in good standing and qualified to engage in business in each jurisdiction where their respective ownership, lease or operation of properties or the conduct of business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Lender, as to the matters set forth in Exhibit G-1 and such other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request; (ix) a favorable opinion of Xxxxxx Xxxxxxxxx Xxxxxx & Xxxxxx LLP, local counsel to the Loan Parties in California, addressed to the Lender, as to the matters set forth in Exhibit G-2 and such other matters concerning the Loan Parties and the Loan Documents as the Lender may reasonably request; (x) a favorable opinion of Drinker Xxxxxx & Xxxxx LLP, regulatory counsel to the Loan Parties and Xxxxx College regarding DOE regulatory matters, addressed to the Lender, as to the matters set forth in Exhibit G-3 and such other matters concerning the Loan Parties and Xxxxx College and the Loan Documents as the Lender may reasonably request; (xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transactions and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate signed by a Responsible Officer of the Borrower, the other Loan Parties and Xxxxx College certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the most recent financial statements delivered to the Lender that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiii) an information certificate regarding the Collateral of each Loan Party signed by a Responsible Officer of each Loan Party (the “Collateral Information Certificate”); (xiv) certificates attesting to the Solvency of the Loan Parties, taken as a whole, before and after giving effect to the Transactions, from Holdings’ chief financial officer; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Lender, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xvi) certified copies of each of the material Related Documents and Summit Purchase Documents, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Lender shall request; (xvii) evidence that the sale of the Existing Loans to AHI pursuant to the Loan Purchase Agreement is ready upon the making of the initial Credit Extension by the Lender; (xviii) evidence that all actions of the Merger are ready to be taken promptly upon consummation of the Credit Extension contemplated hereby and the acquisition of the Existing Loans by AHI; (xix) the Lender is satisfied with the arrangements of the (A) the refinancing, payoff and termination of the Existing Loans, and (B) the termination of all related liens and encumbrances on assets of Loan Parties and their affiliates securing such Existing Loans; (xx) evidence that the Existing Loan Documents have been, or concurrently with the Closing Date are being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; and (xxi) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. (b) All fees required to be paid to the Lender, including, without limitation, the Upfront Fee, the Breakup Fee, and fees associated with the appraisals of the Borrower’s Owned Real Property, on or before the Closing Date shall have been paid. (c) Unless waived by the Lender, the Borrower shall have paid all fees, charges and disbursements of counsel to the Lender (directly to such counsel if requested by the Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Lender). (d) The Escrow Agreement. (e) The Disbursement and Fee Statement in substantially the form of Exhibit H. (f) The Merger Agreement and the certificate of merger shall be in form and substance acceptable to the Lender, and the certificate of merger shall be ready for filing with, and acceptance by, the Delaware Secretary of State’s Office.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty executed by the Borrower and each Guarantor, respectively, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing a certificate of good standing for the Pledged Stock referred to therein accompanied by undated stock powers executed in blank Borrower and instruments evidencing any pledged debt instruments indorsed in blank, each Guarantor from the secretary of state of the states of their organizational jurisdiction; (B) authorization by certified copies of the Loan Parties to file financing statements in form appropriate for filing under Certificate of Incorporation and By-laws or other organizational documents, as applicable of the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, Borrower and each Guarantor; and (C) a completed “perfection certificate” certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying: (1) that neither the Certificates of Incorporation nor the By-laws of the Borrower nor of any Guarantor has been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Borrower and by the board of directors or other requests for informationgoverning body or Persons of each Guarantor authorizing the execution, dated delivery and performance of each Loan Document to which it is a party and, with respect to the Borrower, the borrowings and other extensions of credit hereunder; and (3) the incumbency and specimen signature of each Responsible Officer of the Borrower and of each Responsible Officer of each Guarantor executing each Loan Document to which the Borrower or any Guarantor is a party and any certificates or instruments furnished pursuant hereto or thereto, and a certification by another officer of the Borrower and each Guarantor as to the incumbency and signature of the Secretary or Assistant Secretary of the Borrower and each Guarantor; (iv) a favorable opinion of (A) Xxxxxx Xxxxxxx & Xxxxxxx LLP, counsel to the Loan Parties and (B) local Michigan counsel to Xxxxxx Sciences, Inc., in each case addressed to the Administrative Agent and each Lender; (v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) the current Debt Ratings; (D) as to the solvency of the Borrower on the Closing Date; (E) that there have been no material changes in Laws or governmental policies affecting the Borrower and its Subsidiaries; and (F) that no default or event of default (or analogous condition) exists under any material Indebtedness of the Borrower or any of its Subsidiaries; (vii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended April 30, 2004, signed by a Responsible Officer of the Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary to the extent invoiced prior to or desirable in order on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to perfect be incurred by it through the Liens created thereby,closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (Ed) There shall exist no action, suit, investigation, litigation or proceeding affecting the Deposit Account Control Agreements Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbiter that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) There shall not have occurred any material adverse change in the business, operations, properties, prospects or condition (financial or otherwise) of the Borrower and its Subsidiaries or the Borrower and the Securities Account Control AgreementGuarantors, taken as a whole, since August 2, 2003. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary shall have (i) received notice from such Lender prior to the proposed Closing Date specifying its objection thereto or desirable (ii) consented to, approved or accepted or been satisfied with a document or other matter required hereunder in order a manner that is determined to perfect the Liens created under the Security Agreement has have been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)gross negligence or willful misconduct.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent:precedent (for the avoidance of doubt, all conditions precedent in this Section 4.01 were satisfied on the Closing 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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement and the Guaranty Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in substantially the form of Exhibit F to the Original Credit Agreement (together with each other pledge and security agreement and each pledge and security agreement supplement delivered pursuant to Section 6.12, the “Original Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein therein, if any, accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Original Security Agreement, covering the Collateral described in the Original Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Original Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Original Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements); (iv) a pledge agreement, in substantially the form of Exhibit G to the Original Credit Agreement duly executed by the Parent (the “Original Pledge Agreement”); (A) certificates representing the Pledged Equity referred to therein, if any, accompanied by undated stock powers executed in blank, and (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Original Pledge Agreement, covering the Collateral described in the Original Pledge Agreement; (v) the Collateral Assignment of Communication Paths duly executed by the appropriate Loan Parties; (vi) the Collateral Assignment of Contract Rights duly executed by the appropriate Loan Parties; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (ix) a favorable opinion of Xxxxxxx & Xxxxxx L.L.C., counsel to the Parent and the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance acceptable to the Administrative Agent and covering such matters concerning the Parent, the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (x) a favorable opinion of Xxxxx & Xxxxx L.L.P., local counsel to the Borrower in the state of Texas, addressed to the Administrative Agent and each Lender, in form and substance acceptable to the Administrative Agent and covering such matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (xi) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; (xii) a certificate attesting to the Solvency of the Borrower and the Loan Parties taken as a whole before and after giving effect to the Transaction, signed by the Borrower’s chief financial officer in form and substance acceptable to the Arrangers; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or lenders loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral together with related insurance endorsements; (xiv) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xv) evidence that the Existing ABS Facility has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing ABS Facility Agreement have been, or concurrently with the Closing Date are being, released; (xvi) evidence of the conveyance to the Borrower of the Monitoring Contracts, Approved Alarm Purchase Agreements and intellectual property associated with the “Monitronics” name currently held by the Subsidiaries of the Borrower that are party to the Existing ABS Facility; (xvii) evidence that the Borrower shall have received (or shall substantially contemporaneously receive) gross cash proceeds of at least $400,000,000 from the issuance of the Senior Unsecured Notes, along with a certified copy of the Senior Unsecured Note Indenture; and (xviii) a pro forma consolidated financial statement as to the Borrower and its Subsidiaries giving effect to all elements of the Transaction to be effected on or before the Closing Date, and forecasts prepared by management of the Borrower, each in form satisfactory to the Lenders, of balance sheets, income statements and landlords’ cash flow statements on a quarterly basis for the first year following the Closing Date and bailees’ waiver on an annual basis for each year thereafter during the term of this Agreement. (i) All fees required to be paid to the Arrangers on or before the Closing Date shall have been paid and consent agreements)(ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) The Administrative Agent shall be satisfied with the pro forma legal corporate structure and capital structure of the Borrower and its Subsidiaries. (d) The Administrative Agent shall be satisfied with all tax aspects of the Transaction. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Note executed by the Company Borrowers in favor of Bank of America and each other Lender requesting a Note; (iii) the Security Agreementan Ancillary Document Confirmation, duly executed by each Loan Party, together along with: (A) certificates representing completed requests for information, dated on or before the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by date of the Loan Parties to file initial Credit Extension, listing all other effective financing statements filed in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security AgreementAgreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Closing Date, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FB) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken taken; (including receipt iv) a certificate of duly executed payoff lettersan authorized officer of each Loan Party, UCC-3 termination statements attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified as of a recent date by the Secretary of State of the state of organization (or comparable official in the United Kingdom and landlords’ Canada) of such Loan Party or (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to such articles or certificate since the Closing Date, in either case together with certificates of such official attesting to the valid existence, good standing and bailees’ waiver qualification to engage in business in such Loan Party’s jurisdiction of organization; (b) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the date of such certification or (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since the Closing Date; and consent agreements(c) such certificates of resolutions or other action, incumbency and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) a favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent; (vi) a favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent; (vii) [Intentionally Omitted]; (viii) a certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a certificate, substantially in the form of Exhibit L, from each Loan Party attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer or other Responsible Officer; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Restatement Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (d) No changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding Holdings and its Subsidiaries or the Transaction after December 31, 2011 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities or any other aspect of the Transaction. (e) There shall be no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”) and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates the certificates, if any, representing the Pledged Stock Equity referred to therein that is represented by a certificate (within the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt Instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementCollateral Documents, covering the Collateral described in the Security AgreementCollateral Documents, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created under the Security Agreement Collateral has been taken (including receipt of duly executed payoff letters, UCC-3 UCC‑3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Agreement, from its chief financial officer substantially in the form of Exhibit K; (viii) a favorable opinion of Gardere Xxxxx Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a pro forma calculation of the Consolidated Leverage Ratio as of the Closing Date; (xi) a duly completed Compliance Certificate prepared on a pro forma basis as of the last day of the fiscal quarter of the Borrower ended September 30, 2016, signed by a Responsible Officer of the Borrower and the Parent; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent and such Lender require in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act (as hereafter defined). (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (Aiv) certificates and instruments representing the Pledged Stock Securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank for each of the Domestic Subsidiary Loan Parties or such other arrangements have been made between the Borrower and instruments evidencing any pledged debt instruments indorsed in blankthe Administrative Agent for the delivery thereof, (Bv) authorization by acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Loan Parties to file financing statements in form appropriate for filing day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (Cvi) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (vii) a completed “perfection certificate” or other requests for informationPerfection Certificate, dated on or before in substantially the date form of the initial Credit ExtensionExhibit I, describing the assets duly executed by each of the Loan Parties and any existing Liens,Parties, and (Dviii) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements); (ix) a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (x) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (xii) a favorable opinion of Xxxxxx Xxxx, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01 have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiv) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and landlords’ cash flows of the Borrower and bailees’ waiver its Subsidiaries on a monthly basis for the first year following the Closing Date; (xv) certificates attesting to the Solvency of each Loan Party from its chief financial officer, substantially in the form of Exhibit K; (xvi) certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and consent agreementsproperties of the Loan Parties that constitutes Collateral; (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid; (c) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before June 27, 2014. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Revolving Credit Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 10.01 of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in the number requested by Guaranty and the Administrative AgentIntercreditor Agreement; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a NoteNote at least 3 Business Days prior to the Closing Date; (iii) a security agreement, in substantially the form of Exhibit G-1 (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by the Borrower and each Loan Partyof the Guarantors, and a pledge agreement, in substantially the form of Exhibit G-2 (together with each other pledge agreement and pledge agreement supplement determined pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), duly executed by the Borrower and each Subsidiary listed on Schedule 4.01(a)(iii), together with: (A) certificates or instruments representing the Pledged Stock referred to therein Securities (as defined in the Pledge Agreement) accompanied by undated stock all endorsements and/or powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blankrequired by the Pledge Agreement, (B) authorization by the Loan Parties to file financing statements statements, in proper form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement and the Pledge Agreement, covering the Collateral described in the Security Agreement and/or the Pledge Agreement, (C) a completed “perfection certificate” or other requests for informationLien searches, dated on or before the date Closing Date, listing all effective financing statements (according to the applicable filing office) filed in the jurisdictions set forth in Schedule 4.01 that name any Loan Party as debtor, together with copies of the initial Credit Extensionsuch financing statements, describing the assets of the Loan Parties and any existing Liens,and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement and the Pledge Agreement has been taken taken, to the extent such action is required or otherwise provided for therein; (including receipt of iv) duly executed payoff letters, UCC-3 termination statements statements, intellectual property Lien releases and landlords’ other Lien releases in connection with the refinancing of existing Indebtedness by the Term Facility, the Revolving Credit Facility and bailees’ waiver the Senior Notes; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and consent agreementscapacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of incorporation or organization and in the jurisdictions set forth in Schedule 4.01; (vii) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) favorable opinions of in-house, local and special FCC counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (x) forecasts for Consolidated FairPoint prepared by management of FairPoint on a quarterly basis for the first year following the Closing Date; (xi) a certificate attesting to the Solvency of the Loan Parties, taken as a whole, after giving effect to the Transaction, from the chief financial officer of FairPoint; and (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral to the extent required pursuant to Section 6.07. (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Closing Date. (d) FairPoint and each of its Subsidiaries shall have duly authorized, executed and delivered a subordination agreement, substantially in the form of Exhibit B (the “Intercompany Subordination Agreement”). (e) At least $300,000,000 in aggregate principal amount of Senior Notes shall have been issued by FairPoint. Without limiting the generality of the provisions of clause (e) of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Pledge and Security Agreement, Agreement duly executed by each Loan Party, ; together with: (A) certificates certificates, if any, representing the Pledged Stock Shares referred to therein in the Pledge and Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent or Collateral Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages, in substantially the form of Exhibit I (with such changes as may be reasonably satisfactory to the Administrative Agent and Collateral Agent and their counsel to account for local law matters) and covering substantially all of the operating assets of the Borrower and its Subsidiaries owned on the Closing Date (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been or will be paid upon recording, (B) in respect of the Chico Plant a fully paid title insurance policy (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent and Collateral Agent, insuring the Mortgage in respect of such property to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and (C) evidence that all other action that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (vii) a favorable opinion of Xxxxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) the Initial Financial Statements; (ix) certificates or binders evidencing Loan Parties’ insurance in effect on the date hereof naming the Collateral Agent as loss payee and additional insured; (x) a certificate signed by a Responsible Officer of General Partner certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since September 30, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the Closing Date demonstrating that such ratio does not exceed 5.0 to 1.0; (xi) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Acquisition and the Initial Public Offering, from the chief financial officer, chief accounting officer, treasurer or controller of General Partner; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent, the Syndication Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (e) The corporate and capital structure of the Borrower shall be as disclosed in the Registration Statement. (f) The consummation of the Initial Public Offering shall have occurred on substantially the terms as contained in the Registration Statement. (g) The Borrower shall have received sufficient proceeds from the Initial Public Offering to finance that portion of the Acquisition not funded by the use of proceeds from this Agreement. (i) The Borrower has received all governmental, shareholder and third party consents and approvals necessary to consummate the Initial Public Offering, which consents and approvals are in full force and effect, (ii) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Initial Public Offering or the transactions contemplated by this Agreement, and (iii) there is no pending, or to the knowledge of the Borrower, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Initial Public Offering, or which, if adversely determined, could materially and adversely affect the ability of the Borrower to consummate the Initial Public Offering. (i) Concurrently with the consummation of the Initial Public Offering, (i) all outstanding Intercompany Indebtedness shall have been repaid or forgiven and (ii) that portion of the loans made under the Targa Credit Agreement with respect to the assets owned by Targa North Texas and acquired in the Acquisition shall have been repaid and arrangements satisfactory to the Administrative Agent shall have been made for the release of the Liens securing same. (j) The Closing Date shall have occurred on or before March 15, 2007. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security AgreementPledge Agreement duly executed and delivered by the Borrower and each First Tier Restricted Subsidiary, together with (A) to the extent the Equity Interests pledged pursuant to the Pledge Agreement are certificated, all certificates (or other evidence acceptable to the Administrative Agent) evidencing such Equity Interests, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Administrative Agent; (iv) Mortgages covering Proved Mineral Interests that have a Recognized Value of not less than the 80% of the Recognized Value of all Proved Mineral Interests owned by the Credit Parties on the Closing Date and included in the Borrowing Base in effect on the Closing Date, duly executed and delivered by each Loan Partythe applicable Credit Parties, together with:with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Administrative Agent; (Av) such certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may deem necessary reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Credit Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or desirable formed, validly existing, in order good standing and qualified to perfect engage in business in each jurisdiction where its ownership, lease or operation of properties or the Liens created under conduct of its business requires such qualification, except to the Security extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Bxxxx Bxxxx L.L.P., counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit H; (viii) a favorable opinion of Holme Rxxxxxx & Oxxxx, LLP, special Wyoming counsel for the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Mortgages in Wyoming and otherwise in form and substance satisfactory to the Administrative Agent; (ix) such lien search reports as the Administrative Agent shall reasonably require, conducted in such jurisdictions and reflecting such names as the Administrative Agent shall request; (x) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals (other than those related to the ordinary conduct of its business) required in connection with the execution, delivery and performance by each Credit Party and the validity against such Credit Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied as of the Closing Date, and (B) that there has not occurred a material adverse change (x) in the business, assets, properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of Parent, the Borrower and its Subsidiaries (after giving effect to the Acquisition), taken as a whole, since the dates of such entities’ formation or (y) in the facts and information regarding such entities or the Acquisition as represented to date; and (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect. (b) The Administrative Agent’s (or its counsel’s) completion of a review of title to Borrowing Base Properties representing not less than 75% of the Recognized Value of all Borrowing Base Properties on the Closing Date, which review shall not have revealed any condition or circumstance that would reflect that the representations and warranties contained in Section 5.09 hereof are inaccurate in any material respect. (c) The transactions contemplated by this Agreement shall be permitted by applicable Law and regulation and shall not subject Administrative Agent, any Lender, or any Borrower-Related Party to any Material Adverse Change. (d) No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the validity or enforceability of the Acquisition Agreement, covering this Agreement, the Collateral described in other Loan Documents or the Security Agreement,transactions contemplated hereby or thereby. (Ce) a completed “perfection certificate” or other requests for information, dated Any fees required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Df) evidence Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary required to be paid by the Borrower hereunder to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable in order to perfect be incurred by it through the Liens created thereby,closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (Eg) The Acquisition shall have been consummated in accordance in all material respects with the Deposit Account Control Agreements terms of the Acquisition Agreement and applicable law. (h) The Borrower shall have received a capital contribution by Parent of $100,000,000 in cash (the proceeds of which capital contribution were originally contributed by EAC to LP Holdings and GP Holdings), and the Securities Account Control Agreement, Borrower shall have issued the Permitted Second Lien Debt and received the proceeds thereof from EAP Operating of $120,000,000 in each case as referred to in the Security Agreement and duly executed by the appropriate parties,cash. (Fi) evidence that all other action that No provision of the Acquisition Agreement or any material related agreements shall have been altered, waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower or the Lenders, except with the prior consent of the Administrative Agent may deem necessary Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or desirable in order accepted or to perfect be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Liens created under Administrative Agent shall have received notice from such Lender prior to the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranty and the Perfection Certificate, sufficient in the number requested by for distribution to the Administrative AgentAgent and the Borrowers; (ii) a Note executed by the Company each Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit F (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Securities referred to therein accompanied by undated stock powers executed in blank in the case of equity and instruments evidencing any pledged debt instruments indorsed in blankblank in the case of debt, (B) authorization copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions Perfection Certificate or that the Administrative Agent may deem deems necessary or desirable in order to perfect the Liens created under the Security Agreementappropriate, covering none of which encumber the Collateral described in covered or intended to be covered by the Security AgreementCollateral Documents (other than Permitted Liens or any other Liens acceptable to the Administrative Agent), (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control AgreementAgreements, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (FD) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements); (iv) an intellectual property security agreement for each of copyrights, patents and trademarks (in each case, if applicable) in substantially the forms attached to the Security Agreement (the “Intellectual Property Security Agreement”), duly executed by each Loan Party; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate signed by a Responsible Officer of each Borrower certifying that (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a business plan and budget of Holdings and its Subsidiaries on a consolidated basis, including forecasts prepared by management of Holdings, of consolidated balance sheets and statements of income or operations and landlords’ cash flows of Holdings and bailees’ waiver its Subsidiaries on a quarterly basis for the first year following the Closing Date; (x) a certificate attesting to the Solvency of the Borrowers and consent agreementstheir respective Subsidiaries, taken as a whole, before and after giving effect to the Transaction and the incurrence of the Indebtedness related thereto, from the chief financial officer of Holdings in the form of Exhibit I; (xi) certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xii) evidence that (A) the Existing First Lien Credit Agreement, (B) the Existing Second Lien Credit Agreement and (C) the Existing Third Lien Note Purchase Agreement have been, or concurrently with the Closing Date are being, terminated and all Liens securing obligations under each such Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xiii) all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) including the information described in Section 10.18; and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) (i) All fees and expenses required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder (including the deemed issuance of the Existing Letters of Credit) is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Intercreditor Agreement, duly executed by each of the parties thereto; (iv) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (CB) a completed “perfection certificate” or UCC and Lien searches and other requests for information, dated on or before evidence satisfactory to the date Administrative Agent that Liens in favor of the initial Credit ExtensionAdministrative Agent are the only Liens upon the ABL Facility Priority Collateral, describing the assets of the Loan Parties and any existing Liensexcept Liens permitted under Section 7.01, (DC) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (ED) the Deposit Account Control Agreements and the Securities Account Control Agreement, Agreement (in each case case, as referred to defined in the Security Agreement) required pursuant to the Security Agreement to the extent not already in effect and duly executed by the appropriate parties,, and (FE) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of each of (i) Xxxxxxx Xxxxx Xxxxxx LLP, counsel to the Loan Parties, (ii) Xxxxxxx Xxxxxxxx Xxxx & Xxxxxx, P.C., Colorado counsel to the Loan Parties, and (iii) Xxxxxx Xxxxxx LLP, New Mexico counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that, after giving effect to the issuance or deemed issuance of any Letters of Credit on the Closing Date, the payment by Borrower of all fees and expenses due hereunder and all payments due on the Closing Date, or escrowed for payment, under the Plan of Reorganization, the Borrower has Liquidity of not less than $110,000,000, (C) that the conditions specified in Section 4.01(i) have been satisfied and (D) that attached to such certificate are true and correct calculations evidencing satisfaction of the conditions described in clauses (B) and (C) above; (ix) a Borrowing Base Certificate as of December 16, 2016; (x) a financial forecast of the Borrower and its Subsidiaries on a consolidated basis prepared by management of the Borrower, including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on an annual basis for each of the Borrower’s fiscal years 2017 through and including 2021; (xi) for the months ending October 31, 2016 and November 30, 2016, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such month, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such month, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (xii) certificates attesting to the Solvency of each Material Loan Party after giving effect to the transactions contemplated by the Plan of Reorganization to occur on the Closing Date and the payment of fees and expenses in connection therewith, from its chief financial officer; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiv) a duly executed payoff letter in respect of the DIP Credit Agreement in form and substance satisfactory to the Administrative Agent; (xv) a duly executed Letter of Credit Application for each Letter of Credit requested to be issued on the Closing Date, together with all other documents and information pertaining to such requested Letter of Credit issuance as the L/C Issuer or the Administrative Agent may require; and (xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lenders or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the L/C Issuer on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) All Loans outstanding under the Existing Credit Agreement shall have been repaid, and all accrued but unpaid interest, letter of credit fees, and other amounts outstanding thereunder shall have been paid in full; provided that, for the avoidance of doubt, (i) Letters of Credit issued by Bank of America and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions hereof and (ii) letters of credit issued by Capital One, National Association and outstanding under the Existing Agreement and shall not be subject to and governed by the terms and conditions hereof but shall be covered by a backstop Letter of Credit issued by Bank of America hereunder. (e) All consents, licenses, approvals, waivers, acknowledgements and other agreements required in connection with the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party shall be in full force and effect. (i) The Bankruptcy Court shall have entered an order, in form and substance reasonably satisfactory to the Administrative Agent, confirming the Plan of Reorganization (as the same may be amended, modified or supplemented, the “Confirmation Order”), (ii) the Confirmation Order shall not have been reversed or vacated or be subject to a stay, (iii) the Plan of Reorganization shall have been amended as required by the Administrative Agent to reflect the provisions and implementation hereof, and all amendments and modifications to the Plan of Reorganization shall be reasonably satisfactory in form and substance to the Administrative Agent, (iv) each of the conditions (other than those related to the initial extensions of credit hereunder on the Closing Date) to the occurrence of the “Effective Date” of the Plan of Reorganization (x) shall have been waived in a manner reasonably acceptable to the Administrative Agent or (y) shall have been, or concurrently shall be, satisfied and (v) the “Effective Date” of the Plan of Reorganization shall have occurred concurrently with the Closing Date but in any event not later than 20 days after the entry of the Confirmation Order by the Bankruptcy Court. (g) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the conditions precedent (other than the effectiveness of this Agreement) for the effectiveness of the Term Loan Agreement has been, or contemporaneously will be, satisfied or waived in a manner reasonably acceptable to the Administrative Agent. Each of the Term Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent. (h) Substantially concurrently with the Closing Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the DIP Credit Agreement shall have been paid in full, the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, all pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Lenders, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (i) For the calendar months ending October 31, 2016 and November 30, 2016 Adjusted EBITDA shall have been (i) no less than negative $2,000,000 in either such month and (ii) no less than negative $4,000,000 for the two month period ending November 30, 2016. For purposes of this Section 4.01(j), “Adjusted EBITDA” means, for any period and without duplication, Consolidated EBITDA for such period plus the sum of (A) one-time employee retention bonuses paid or accrued in such period, (B) non-cash goodwill impairment charges and (C) non-cash losses from asset sales minus non-cash gains from asset sales. Adjusted EBITDA shall be determined based on the financial statements delivered by the Borrower pursuant to Section 4.01(a)(xi). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agent, the Arrangers and each of the Lenders: (i) executed counterparts of this Agreement, the Pledge Agreement, the Parent Guaranty, the Limited Subsidiary Guaranty, and the Unlimited Subsidiary Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Note Notes executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by for each Loan Party, together with:such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) for each of WFS and each Guarantor that is a Domestic Subsidiary of WFS, a good standing certificate in its jurisdiction of incorporation or formation (and for WFS Singapore, if available in such jurisdiction) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; (Aiv) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments certified copies of all documents evidencing any pledged debt instruments indorsed in blank, necessary consents and governmental approvals (Bif any) authorization required for the execution, delivery and performance by the Loan Parties of the documents referred to file financing statements in form appropriate for filing this Section 4.01(a); (v) delivery of (A) documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under the Uniform Commercial Code of all jurisdictions that Pledge Agreement as a first priority Lien in and to such Pledged Interests as the Administrative Agent may deem necessary reasonably require, including the delivery by the Borrowers of all certificates evidencing Pledged Interests (other than those certificates representing WFS’s Pledged Interests of PetroServicios de Costa Rica, S.A., which shall be delivered pursuant to Section 6.14(a)), accompanied in each case by duly executed stock powers (or desirable other appropriate transfer documents) in blank affixed thereto; and (B) each other document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to perfect create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior to any other Liens created (subject only to Liens permitted pursuant to Section 7.02), in proper form for filing, registration or recording. The Administrative Agent is hereby irrevocably authorized to execute and file or cause to be filed, with or if permitted by applicable law without the signatures of the Borrowers or other Loan Party, as applicable, UCC financing statements reflecting the Borrowers or any other Loan Party as “debtor” and the Administrative Agent as “secured party”, and continuations thereof and amendments thereto, as the Administrative Agent reasonably deems necessary or advisable to give effect to the transactions contemplated hereby and by the other Loan Documents; (vi) Subordination Agreements with respect to any Subordinated Debt; (vii) Opinions of counsel for each Loan Party, including local counsel, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; provided, however, that an opinion will not be required for any Foreign Subsidiary that is not a Material Subsidiary; (viii) evidence of the existence of insurance required to be maintained pursuant to Section 6.03(b); (ix) environmental site assessment reports requested by the Administrative Agent; (x) certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, and (b) such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request; (xi) a Compliance Certificate as of the last day of the Fiscal Quarter ended on September 30, 2007, signed by a Responsible Officer of WFS; (xii) (i) a certificate executed by Responsible Officer of each Borrower on behalf of the Borrowers certifying (A) the matters set forth in Sections 4.02(a) and (b) as of the Closing Date and (B)(x) that each Subsidiary qualifying as a Material Subsidiary has executed and delivered a Guaranty and (y) that as of the most recently completed Fiscal Year prior to the Closing Date, the 90% Threshold is satisfied; and (ii) a Solvency Certificate, substantially in the form of Exhibit I, executed by the chief financial officer or a director of each Guarantor; and (xiii) a fully executed Agency Resignation and Appointment Letter and such other Agency Succession Documents as the Administrative Agent may request, including as appropriate evidence of the filing or recordation thereof if required by the Administrative Agent; (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees payable under the Security Agreement, covering the Collateral described Loan Documents (other than fees referenced in the Security Agreement, clause (Cc) a completed “perfection certificate” or other requests for information, dated below) required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable in order to perfect be incurred by it through the Liens created thereby, closing proceedings (E) provided that such estimate shall not thereafter preclude a final settling of accounts between the Deposit Account Control Agreements Borrowers and the Securities Account Control AgreementAdministrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:: Colfax Credit Agreement (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and each Borrower; (ii) a Note Note, executed by the Company applicable Borrower in favor of each Lender requesting a Note; ; (iii) a security agreement, in substantially the form of Exhibit F (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.10, in each case as amended, the “Security Agreement”), duly executed by each US Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank,; (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Agreement (subject to Permitted Priority Liens); (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Liens,such other financing statements; (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,; (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, ; and (F) evidence that all other action actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements, but subject to Permitted Priority Liens).;

Conditions of Initial Credit Extension. The obligation of the any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Domestic Borrower; (ii) a Revolving Credit Note executed by each of the Borrowers in favor of each Revolving Credit Lender requesting a Revolving Credit Note, and an Initial Term Note executed by the Company Domestic Borrower in favor of each Term Lender requesting a an Initial Term Note; (iiiA) the Security AgreementCollateral Documents or any amendments or modifications thereto, duly executed by each Loan Party, together with:to the extent required under local law to ensure the continuing validity and enforceability of such Collateral Document or to ensure the continuing security interests in the applicable assets (and the continuing perfection thereof) granted or purported to be granted pursuant to such Collateral Documents, including, without limitation, in the assets of the Domestic Borrower, the Foreign Borrower and the Foreign Guarantors and in the Equity Interests in the Foreign Borrower, Diodes Zetex Limited and Diodes Hong Kong, and all related confirmations, authorizing resolutions, legal opinions and such other agreements, documents, certificates, filings, notarizations, and recordations, (AB) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blankblank (to the extent available in any non‑U.S. jurisdiction), in each case to the extent such Pledged Equity is certificated and has not previously been delivered to the Administrative Agent; and the Administrative Agent shall have received satisfactory evidence that the Liens in favor of the Administrative Agent on the equity interests of the Foreign Loan Parties required to be pledged have been validly created, are enforceable and have been perfected under the laws of each applicable jurisdiction, (BC) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable (or the foreign equivalent thereof) in order to perfect the Liens created under the Security AgreementCollateral Documents, covering the Collateral described in the Security AgreementCollateral Documents as well as UCC, Lien and Intellectual Property, charge, and other searches (to the extent available in any non‑U.S. jurisdiction) and other evidence satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Liens permitted hereunder, (CD) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (DE) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect or continue perfection of the Liens created under the Security Agreement Collateral Documents has been taken (including receipt of duly executed payoff letters, UCC-3 UCC‑3 termination statements and landlords’ and bailees’ waiver and consent agreements).;

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer or Senior Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateDate or such other date acceptable to the Administrative Agent) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in the number requested by U.S. Subsidiary Guaranty and the Administrative AgentSecurity Agreement; (ii) as to each Borrower, a Note executed by the Company such Borrower in favor of each Lender requesting a NoteNote at least two Business Days prior to the Closing Date; (iii) the Security Agreement, duly executed by each Loan Party, together with: share certificates (Aif any) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any Collateral pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering together with stock powers executed in blank; (iv) such UCC financing statements or similar documents required under any other applicable Law in the name of each Loan Party which is a pledgor or obligor under this Agreement and the Collateral described Documents (as debtor) and the Administrative Agent (as secured party) describing the Collateral under the applicable Collateral Document; (v) such UCC search reports as the Administrative Agent shall have requested; (vi) notices of grant of security interest in the form required by the Security Agreement,Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of Adtalem and the U.S. Guarantors; (Cvii) copies of insurance policies or certificates of insurance of Adtalem and the U.S. Guarantors evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming the Administrative Agent and its successors and assigns as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of property insurance) on behalf of the Lenders; (viii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ix) such documents and certifications as the Administrative Agent may reasonably require, if applicable, to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (x) opinions of Xxxxxxx X. Xxxxx, General Counsel of Adtalem and Xxxx Xxxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender; (xi) a completed certificate of a Responsible Officer of Adtalem either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xii) a certificate (the “perfection certificate” Closing Certificate”) signed by a Senior Responsible Officer of Adtalem to the effect that (A) the conditions specified in Sections 4.2(a) and (b) have been satisfied, and (B) there has been no event or other requests for informationcircumstance since June 30, 2017 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) Substantially concurrently herewith, the Borrowers’ obligations under that certain Credit Agreement, dated as of March 31, 2015, shall have been repaid in full, all commitments thereunder shall have been terminated and all Liens securing the same shall have been released (or arrangements satisfactory to Adtalem and the Administrative Agent for such release shall have been made). (c) Any and all fees and expenses required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dd) evidence Unless waived by the Administrative Agent, Adtalem shall have paid all Attorney Costs of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary to the extent invoiced at least one Business Day prior to or desirable in order on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to perfect be incurred by it through the Liens created thereby, closing proceedings (E) the Deposit Account Control Agreements provided that such estimate shall not thereafter preclude a final settling of accounts between Adtalem and the Securities Account Control AgreementAdministrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed (where applicable) by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Subsidiary Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the Security Agreementform of EXHIBIT G hereto (together with each other security agreement and security agreement supplement delivered pursuant to SECTION 6.12, in each case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan Party, together with: (A) any certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and any instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file copies of proper financing statements in form appropriate statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the Deposit Account Control Agreements and insurance required by the Securities Account Control terms of the Security Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,and (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens liens and security interests created under the Security Agreement has been taken (including including, without limitation, receipt of duly executed payoff letters, letters and UCC-3 termination statements) or that such actions will be taken by the Administrative Agent. (iv) an intellectual property security agreement, in substantially the form of EXHIBIT F to the Security Agreement (together with each other intellectual property security agreement and IP Security Agreement Supplement delivered pursuant to SECTION 6.12, in each case as amended, the "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), duly executed by each Loan Party owning intellectual property registrations and applications, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Intellectual Property Security Agreement has been taken or will be taken by the Administrative Agent; (v) certified resolutions and incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer of each Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) certified Organization Documents of each Loan Party and, where customary in such jurisdiction, certificates of valid existence, good standing and qualification or comparable certificates for such Person in each jurisdiction where the ownership, lease or operation of properties or the conduct of such Person's business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form of EXHIBIT I-1 attached hereto; (viii) copies of the opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, special counsel for the Company, and the opinion of the Company's general counsel, each delivered in connection with the Merger, and reliance letters which state that the Administrative Agent and the Lenders may rely on such opinions as if such opinions were addressed to them; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in SECTIONS 4.02(a) and (b) and SECTION 4.01(d), as of the initial Credit Extension, have been satisfied; (xi) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer or treasurer; (xii) the financial statements described in SECTIONS 5.05(a), (b), and (d), and the consolidated pro forma forecasts of the Borrower and its Subsidiaries prepared by management of the Borrower, in form and substance reasonably satisfactory to the Lenders, including balance sheets, income statements and landlords’ cash flow statements prepared on an annual basis for each fiscal year until the Maturity Date for the Term Facility; (xiii) a certificate of the chief financial officer of the Borrower certifying that (1) the Closing Date Pro Forma Adjusted EBITDA was not less than $185,000,000, (2) the ratio of Average Total Debt to Closing Date Pro Forma Adjusted EBITDA was not greater than 5.3:1.0 and bailees’ (3) the financial statements and forecasts delivered pursuant to SECTION 4.01(a)(XII) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are reasonable in light of the then existing conditions; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents as specified in SECTION 6.07 has been obtained and is in effect and the Administrative Agent shall have received endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Borrower and its Subsidiaries forming part of the Collateral; (xv) certified copies of each of the Related Documents duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request; (xvi) a confirmation satisfactory to the Administrative Agent of the consummation of the Merger from the Secretary of State of the State of Delaware; (xvii) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xviii) evidence that all unsecured Indebtedness of Holdings and its Subsidiaries (other than the Indebtedness set forth on SCHEDULE 7.02) has been or concurrently with the Closing Date is being terminated and evidence that the Existing Secured Indebtedness has been or concurrently with the Closing Date is being terminated and all Liens securing obligations related to the Existing Secured Indebtedness have been or concurrently with the Closing Date are being released; (xix) evidence that all of the Existing Notes have been or concurrently with the Closing Date are being tendered for, and for each series of Existing Notes in an amount sufficient to obtain the consents required from the respective holders thereof to consummate the Transaction; (xx) evidence that the covenants with respect to the Existing Xxxxx Notes have been or concurrently with the Closing Date are being defeased in accordance with the Existing Xxxxx Notes Indenture and evidence that the Existing Sweetheart Notes Indenture has been satisfied and discharged and is of no further force and effect; (xxi) evidence that arrangements reasonably satisfactory to the Administrative Agent and the Lenders have been or concurrently with the Closing Date are being made as to the assumption by the Borrower or any other Loan Party or termination of the sale/leaseback transaction entered into pursuant to that certain Participation Agreement dated as of June 1, 2000 by and among certain Subsidiaries of the Company, respectively as lessee and guarantor thereunder, the owner participants party thereto from time to time and State Street Bank and Trust Company of Connecticut, National Association, as owner trustee (the "SALE/LEASEBACK TRANSACTION"); and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, on behalf of the Lenders, may reasonably require. (b) All fees required to be paid on or before the Closing Date in accordance with the Commitment Letter and the Fee Letter shall have been paid in full. (c) The Closing Date shall have occurred on or before March 31, 2004. (d) There shall not have occurred a change, occurrence or development that either individually or in the aggregate, could reasonably be expected to (1) have a material adverse effect on the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of (x) the Company and its subsidiaries, taken as a whole, since September 29, 2002, (y) Old Solo Cup and its subsidiaries, taken as a whole, since December 31, 2002, or (z) Holdings and its subsidiaries, taken as a whole, since the formation of Holdings, (2) adversely affect the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents or (3) adversely affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents; and there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Borrower or the Company, overtly threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or purports to affect the Transaction in any material respect or the ability of the Borrower or any other Loan Party to perform their respective obligations under the Loan Documents, or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. (e) All governmental authorizations and all third-party consents and approvals necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders), except for those filings and recordings to perfect the Liens pursuant to the Collateral Documents and which are contemplated to be made pursuant to SECTIONS 4.01(a) and 6.18, and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the reasonable judgment of the Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (f) The information contained in the Information Memorandum, as supplemented to the Closing Date, shall be complete and correct in all material respects, and no changes, occurrences or developments shall have occurred, and no information shall have been received or discovered that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) The Merger shall have been consummated prior to or simultaneously herewith substantially in accordance with the terms of the Merger Agreement, without any waiver or amendment not consented to in writing by the Required Lenders, of any term, provision or condition set forth therein (such consent not to be unreasonably withheld) or not otherwise contemplated thereby, and consent in compliance with all applicable requirements of Law. (h) The final terms and conditions of all agreements), instruments and documents related to the Transaction shall be (i) as described in the Information Memorandum, and (ii) otherwise reasonably satisfactory to the Administrative Agent and the Lenders. (i) After giving effect to the Transaction, including all Credit Extensions made in connection therewith, on the Closing Date the amount by which the aggregate Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations shall be no less than $100,000,000. (j) The Borrower shall have received at least (i) $325,000,000 in gross cash proceeds (prior to, among other things, any underwriting fees) from the sale of the Senior Subordinated Notes and (ii) $240,000,000 in gross cash proceeds from the issuance by Holdings of the Preferred Equity to Vestar Capital Partners IV, L.P., a Delaware limited partnership, Vestar Cup Investment, LLC, a Delaware limited liability company and Vestar Cup Investment II, LLC, a Delaware limited liability company.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Company; (ii) a Note Notes executed by the Company in favor of each Lender requesting a NoteNotes; (iii) the Security Agreement, duly executed by certificate of incorporation (or comparable document) of each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization Party certified by the Loan Parties to file financing statements in form appropriate for filing secretary of state (or comparable public official) of its jurisdiction of organization (or, if any such Person is organized or incorporated under the Uniform Commercial Code laws of all jurisdictions that any jurisdiction outside the United States, such other evidence as the Administrative Agent may deem necessary request to establish that such Person is duly organized or desirable in order to perfect the Liens created incorporated and existing under the Security Agreementlaws of such jurisdiction), covering together with an English translation thereof (if appropriate); (iv) to the Collateral described extent such jurisdiction has the legal concept of a corporation being in good standing and a Governmental Authority in such jurisdiction issues any evidence of such good standing, a certificate of good standing (or comparable certificate) for each Loan Party certified by the secretary of state (or comparable public official) of its jurisdiction of organization (or, if any such Person is organized under the laws of any jurisdiction outside the United States, such other evidence as the Administrative Agent may request to establish that such Person is duly qualified to do business and in good standing under the laws of such jurisdiction), together with an English translation thereof (if appropriate); (v) a certificate of the secretary or an assistant secretary (or comparable officer) or a director of each Loan Party certifying (A) that attached thereto is a true and correct copy of the bylaws (or comparable document) of such Loan Party as in effect (or, if any such Loan Party is organized or incorporated under the laws of any jurisdiction outside the United States, its constitutional documents or any other comparable document provided for in the Security Agreement, respective corporate laws of that jurisdiction), (B) that attached thereto are true and correct copies of resolutions duly adopted by the board of directors of such Loan Party (or other comparable enabling action) and continuing in effect, which (1) authorize the execution, delivery and performance by such Person of the Loan Documents to be executed by such Person and the consummation of the transactions contemplated thereby and (2) designate the officers, directors and attorneys authorized so to execute, deliver and perform on behalf of such Person and (C) that there are no proceedings for the dissolution, liquidation, winding-up, judicial management, arrangement or administration (or any comparable proceedings in any jurisdiction) of such Person, together with a completed “perfection certificate” certified English translation thereof (if appropriate); (vi) a certificate (which may be combined with the certificate set forth in clause (v) above) of the secretary or an assistant secretary (or comparable officer) or a director of each Loan Party certifying the incumbency, signatures and authority of the officers, directors and attorneys of such Person authorized to execute, deliver and perform the Loan Documents to be executed by such Person, together with a certified English translation thereof (if appropriate); (vii) favorable written opinions from each of the following legal counsel for the Loan Parties, addressed to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, covering such legal matters as the Administrative Agent may reasonably request and otherwise in form and substance satisfactory to the Administrative Agent: (A) Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle LLP, U.S. counsel for the Company and its Subsidiaries, and (B) Xxxxx & Xxxxxxxx, Singapore counsel for the Company and its Subsidiaries; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.01(a)(xi), Section 4.02(a) and Section 4.02(b) have been satisfied, (B) that there has been no event or circumstance since March 31, 2017 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) the current Debt Ratings, and (D) pro forma calculations of the Debt/EBITDA Ratio and the Interest Coverage Ratio, based upon the Company’s Financial Statements for the fiscal year ended March 31, 2017; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all letters of credit thereunder cancelled or defeased in a manner satisfactory to the Administrative Agent, and all Liens securing obligations under such credit agreement have been or concurrently with the Closing Date are being released; (xi) evidence satisfactory to the Administrative Agent that all guarantees have been, or concurrently with the Closing Date will be, released under the Term Loan Credit Agreement, the 2013 Indenture and the 0000 Xxxxxxxxx; and (xii) such other requests for informationassurances, dated certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of the completion of all other actions, recordings and filings of or with respect counsel to the Security Agreement that the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable in order to perfect be incurred by it through the Liens created thereby, closing proceedings (E) provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Deposit Account Control Agreements Company and the Securities Account Control AgreementAdministrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each case as referred Lender that has signed this Agreement shall be deemed to in the Security Agreement and duly executed 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 the appropriate parties, (F) evidence that all other action that or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) executed counterpart of the Security Agreement, duly executed by each Loan Party, together with: (A) certificates and instruments representing the Pledged Stock Securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,; (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,; (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a completed “perfection certificate” recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other requests for information, dated on searches that are required by the Perfection Certificate or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem deems necessary or desirable in order appropriate, none of which encumber the Collateral covered or intended to perfect be covered by the Collateral Documents (other than Liens created thereby,permitted hereunder); (ED) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,; (E) a Perfection Certificate, in substantially the form of Exhibit I-1, duly executed by each of the Loan Parties; and (F) evidence that all other action actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) [reserved]; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance acceptable to Administrative Agent, addressing such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Net Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (x) certificates attesting to the Solvency of the Loan Parties and their Subsidiaries after giving effect to the Transaction, from its chief financial officer, substantially in the form of Exhibit N; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (b) (x) Upon the reasonable request of any Lender made at least seven (7) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the 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 (3) days prior to the Closing Date and (y) at least three (3) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be either originals or telecopies (or electronic copies, followed in either case promptly by originals) , unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Operating Company; (ii) a Note executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) the Security Confirmation Agreement, duly executed by each Loan Credit Party, together with: (A) certificates representing the any Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank registered in the name of such nominee or nominees as the Administrative Agent shall specify and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, to the extent not previously delivered to the Administrative Agent pursuant to the Existing Credit Agreement, (B) authorization by stamped receipt copies of proper financing statements, duly filed on or before the Loan Parties to file financing statements in form appropriate for filing day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, to the extent not previously received by the Administrative Agent pursuant to the Existing Credit Agreement, (C) a completed “perfection certificate” or other requests for informationUCC lien search requests, dated on or before through a date not earlier than forty-five (45) days prior to the date of the initial Credit Extension, describing for such Credit Parties as may be agreed to between the assets of Borrowers and the Loan Parties and any existing LiensAdministrative Agent, in its reasonable discretion, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) evidence that all other action that any Lender may deem necessary or desirable in order to perfect the Deposit Account Control Agreements and Liens created under the Securities Account Control AgreementSecurity Documents has been taken; (iv) modifications to the existing Mortgages, in each case substantially the form of Exhibit G (with such changes as referred may be satisfactory to in the Security Agreement Administrative Agent and its counsel to account for local law matters) and covering the properties identified as mortgaged on Schedules 5.08(c), (d)(i) and (d)(ii) (the “Modifications”), duly executed by the appropriate partiesCredit Party, together with: (A) evidence that counterparts of the Modifications have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create, together with the Mortgages, a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (FB) modifications to the Mortgage Policies, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages, as modified by the Modifications, to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Credit Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), affidavits of no change with respect to surveys and such other documents as the Administrative Agent or title insurer may deem necessary or desirable, and (C) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect create valid first and subsisting Liens on the Liens created property described in the Mortgages has been taken, subject only to Permitted Encumbrances; (v) the Intercreditor Agreement, duly executed by each party thereto; (vi) copies of the duly executed Note Purchase Agreement and Note Purchase Documents delivered on the Closing Date; (vii) an officer’s certificate (A) either (1) attaching a certified copy of each Credit Party’s Organizational Documents or (2) certifying that no changes have been made to the copies delivered under the Security Existing Credit Agreement, (B) attaching resolutions authorizing the Transaction, each, in form and substance satisfactory to the Administrative Agent, and (C) attaching incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents to which such Credit Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of Blank Rome, counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Credit Parties and the Credit Documents as the Required Lenders may reasonably request; (x) a favorable opinion of each local counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Credit Parties and the Credit Documents as the Required Lenders may reasonably request; (xi) the Audited Financial Statements, in form and substance reasonably satisfactory to the Administrative Agent; (xii) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been taken no event or circumstance since December 31, 2006, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (including receipt C) all materials and information provided to the Lenders by the Credit Parties in connection with the Transaction was, at the time provided, and continues to be complete and correct in all material respects as of duly executed payoff lettersthe Closing Date; and (D) either (1) attaching copies of all consents, UCC-3 termination statements licenses and landlords’ approvals required in connection with the consummation by such Credit Party of the Transaction and bailees’ waiver the execution, delivery and consent agreementsperformance by such Credit Party and the validity against such Credit Party of the Credit Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required; (xiii) evidence that all insurance required to be maintained pursuant to the Credit Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as a mortgagee, additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Credit Parties that constitutes Collateral; and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid (which may be paid with the proceeds of Revolving Credit Loans received on such date). (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, except to the extent such conditions are subject to the Post-Closing Agreement: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of each other Loan Document, sufficient in number for distribution to the Security AgreementAdministrative Agent, duly executed by each Loan PartyLender and the Borrower, together with: (A) certificates representing the Pledged Stock Securities Collateral referred to therein in the Securities Pledge Agreement accompanied by undated stock transfer powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of of, or arrangements reasonably satisfactory to the Administrative Agent for, all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby,; (E) the Deposit Account Control Agreements and with respect to each Control Account that is a deposit account, duly executed by each of the parties thereto; (F) Securities Account Control AgreementAgreements with respect to each Control Account that is a securities account, in each case as referred to in the Security Agreement and duly executed by each of the appropriate parties,parties thereto; (FG) landlord’s waiver and consent agreements with respect to the chief executive office of the Borrower, duly executed by each lessor of such real property; and (H) evidence that all other action actions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has have been taken (including receipt of duly executed payoff letters, UCC-3 termination statements statements, and landlords’ and bailees’ waiver bailee waivers and consent agreements); (iv) an amendment to the Mortgage, acknowledged and delivered in form suitable for filing or recording, pursuant to which the amount secured by the Mortgage shall be increased to reflect the increase in the Aggregate Commitments pursuant to this Agreement together with a date-down endorsement to the mortgagee title policy (or binder therefor) covering the Administrative Agent’s interest under the Mortgage; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and each other Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change; (vii) a favorable opinion of Ropes & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Change; (x) a business plan and forecast of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the fiscal years of the Borrower ending on December 31, 2011 through December 31, 2013; (xi) certificate of the Borrower attesting to the Solvency of each Loan Party before and after giving effect to the transaction contemplated by the Loan Documents, from its chief financial officer; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xiii) a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that after giving effect to the transactions contemplated hereby, on a pro forma basis, the Borrower shall be in compliance with each of the financial covenants set forth in Section 7.11; and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received (i) information or certifications as the Administrative Agent may reasonably request with respect to the Collateral and (ii) copies of all so called “Warning Letters”, or similar notifications, that have been received by the Borrower or any of its Subsidiaries from the FDA (or analogous foreign, state or local Governmental Authority). (c) There shall have been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Change. (i) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by U.S. Guaranty, the Administrative AgentHong Kong Guaranty and the Intercompany Subordination Agreement; (ii) a Note executed by the Company each Borrower in favor of each Lender requesting a NoteNote at least three Business Days prior to the Closing Date; (iii) a security agreement, in substantially the form of Exhibit G-2 (together with each other security agreement and security agreement supplement delivered in respect of the U.S. Collateral pursuant to Section 6.12, in each case as amended, the “U.S. Security Agreement”), duly executed by each U.S. Loan Party, together with: (A) (1) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt referred to therein indorsed in blankblank and (2) subject to Xxxxxxx 0.00, Xxxx Xxxx Share Pledge Documents, (B) authorization by the Loan Parties to file proper financing statements statements, in appropriate form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement, covering the U.S. Collateral described in the U.S. Security Agreement, (C) a completed “perfection certificate” or other requests for informationlien searches, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any U.S. Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the U.S. Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in and required under the U.S. Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).and

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Except to the extent deferred to a reasonable later date after the Closing Date at the reasonable discretion of the Administrative Agent pursuant to the post-closing agreement (the “Post-Closing Agreement”) entered into between the Borrower and the Administrative Agent as of the Closing Date, a copy of which will be delivered to each of the Lenders, the Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, and an executed counterpart of the Intercreditor Agreement; (ii) a (x) Revolving Note executed by the Borrower in favor of each Revolving Lender requesting a Revolving Note, (y) Term Loan A Note executed by the Borrower in favor of each Term Loan A Lender requesting a Term Loan A Note, and (z) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender; and (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (determined after giving effect to the Merger) as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) with respect to each of the Loan Parties (determined after giving effect to the Merger), such documents and certifications as the Administrative Agent may reasonably require to evidence that each such Loan Party is duly organized or formed, validly existing, in good standing in its jurisdiction of formation, including Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of Stoel Rives LLP, counsel to the number requested Loan Parties, and such other counsel as are determined by the Administrative Agent to be reasonably necessary, in each case addressed to the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent; (iivi) a Note executed by the Company in favor certificate of a Responsible Officer of each Lender requesting Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a Noteparty, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (iiivii) a certificate signed by a Responsible Officer of the Security Agreement, duly executed by each Loan Party, together withBorrower certifying: (A) certificates representing that the Pledged Stock referred to therein accompanied by undated stock powers executed conditions specified in blank Sections 4.02(a) and instruments evidencing any pledged debt instruments indorsed in blank,(b) have been satisfied; (B) authorization that no Closing Date Material Adverse Effect has occurred; (C) the current Debt Ratings, which shall not be lower than Baa3 by Xxxxx’x and BBB- by S&P; (D) that after giving effect to the Loan Parties Merger, the effectiveness of the Acquired Company Note Amendment, the issuance of the New Public Notes and all Indebtedness incurred thereunder on or prior to file financing statements the Closing Date, the assumption of the Acquired Company Notes, the repayment of the Existing Acquired Company Credit Agreement and the Existing Borrower Credit Agreement, and all Credit Extensions under this Agreement made on the Closing Date, the amount by which the Aggregate Revolving Credit Commitments exceed the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not be less than $150,000,000; (E) that (I) the Merger has been consummated, or is being consummated substantially simultaneously herewith, in form appropriate for filing accordance in all material respects with the terms of the Transaction Documents and all other material documents with respect to the Merger and in material compliance with applicable Laws and regulatory approvals, (II) all material governmental, shareholder, director and third party consents and approvals necessary in connection with the Merger shall have been obtained, (III) all such consents and approvals shall be in force and effect, (IV) all applicable waiting periods shall have expired (including the expiration or early termination of any Xxxx-Xxxxx-Xxxxxx waiting period) without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Merger or that could seek or threaten any of the foregoing, (V) all indebtedness under the Uniform Commercial Code Existing Acquired Company Credit Agreement has been paid in full and terminated or is being paid in full and terminated substantially simultaneously herewith, (VI) the Tax Opinion Condition has been satisfied without the occurrence of any Tax Opinion Adjustment Event, and (VII) all conditions precedent to the consummation of the Merger have been satisfied without waiver (except to the extent such waiver is not material or detrimental to the Lenders or the Administrative Agent has consented thereto, which consent shall not be unreasonably withheld); (F) that the assumption of all jurisdictions of the Acquired Company Notes has been successfully consummated or is being consummated substantially simultaneously herewith; (G) that each of the Acquired Company Note Amendments has been successfully consummated or is being consummated substantially simultaneously herewith; and (H) that the New Public Notes have been successfully issued or are being issued substantially simultaneously herewith; together with such other evidence of or documentation relating to any matters described in (A) through (H) above as the Administrative Agent may deem necessary request; (viii) certified copies of all material documents with respect to the New Public Notes, each of which shall be in form and substance satisfactory to the Administrative Agent and each of the Lenders; (ix) certified copies of all material documents with respect to each of the Acquired Company Note Amendments, each of which shall be in form and substance satisfactory to the Administrative Agent and each of the Lenders; (x) copies of all material documents with respect to the Merger, certified by a Responsible Officer of the Borrower, each of which material documents other than the Merger Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, and which certificate shall further state either (A) that the Merger Agreement has not been altered, amended or desirable otherwise changed or supplemented since its execution by the parties thereto on August 16, 2003 or (B) that the Merger Agreement has been so altered, amended or otherwise changed or supplemented and identifying the manner thereof, provided that no such alteration, amendment or other change or supplement may be in order any respect materially adverse to perfect the Liens created under Borrower, the Security AgreementAdministrative Agent or any of the Lenders unless the Administrative Agent and the Required Lenders have consented thereto; (A) the annual (or other audited) financial statements of each of (x) the Borrower and its Subsidiaries for the fiscal years ended April 1, covering 2001, March 31, 2002 and March 30, 2003 and (y) the Collateral described in Acquired Company and its Subsidiaries for the Security Agreement, fiscal years ended December 31, 2000, 2001 and 2002, (B) interim financial statements of each of the Borrower and the Acquired Company and their respective Subsidiaries dated the end of the most recent fiscal quarter of each of them for which financial statements are available, (C) pro forma consolidated financial statements of the Borrower and its Subsidiaries (giving effect to the Merger), (D) projected balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries prepared on an annual basis through March 31, 2008, (E) such other financial information and information relating to the Merger as the Administrative Agent may reasonably request, and (F) a completed “perfection certificate” Compliance Certificate for the Borrower and its Subsidiaries, prepared as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, pro forma for the Merger and the occurrence of the Closing Date (including the effectiveness of the Acquired Company Note Amendments, the issuance of the New Public Notes and all Indebtedness incurred thereunder on or prior to the Closing Date, the assumption of the Acquired Company Notes, the repayment of the Existing Acquired Company Credit Agreement and the Existing Borrower Credit Agreement, and all Credit Extensions under this Agreement made on the Closing Date); (xii) evidence that the Existing Acquired Company Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Acquired Company Credit Agreement, if any, have been or concurrently with the Closing Date are being released; (xiii) evidence that the Existing Borrower Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Borrower Credit Agreement, if any, have been or concurrently with the Closing Date are being released, provided that, by its execution of this Agreement, each Lender hereto that is a party to the Existing Borrower Credit Agreement waives the advance notice required for (x) the early termination of commitments pursuant to Section 2.05 of the Existing Borrower Credit Agreement and (y) the voluntary prepayment of outstandings pursuant to Section 2.07 of the Existing Borrower Credit Agreement; (xiv) such other requests for informationassurances, dated certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary to the extent invoiced prior to or desirable in order on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to perfect be incurred by it through the Liens created thereby, closing proceedings (E) provided that such estimate shall not thereafter preclude a final settling of accounts between the Deposit Account Control Agreements Borrower and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreementsAgent).

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Securities referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) all securities account control agreements as required by the Deposit Account Control Agreements and Administrative Agent to perfect the Securities Account Control Agreement, in each case as referred to security interests granted in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) a deed of trust with respect to the Borrower’s Houston headquarters facility (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been provided for to the satisfaction of the Administrative Agent, (B) copies of any existing engineering, soils and other reports as to the properties described in the Mortgages. (C) evidence of the insurance required by the terms of the Mortgages, (D) evidence that all other action that the Administrative Agent may deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; and (v) an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) vessel mortgages duly executed by the appropriate Loan Party, together with assignments of earnings and insurance and evidence that all action that the Administrative Agent may deem necessary in order to perfect the Liens created under such vessel mortgages has been, or will concurrently be, taken (collectively, the “Vessel Mortgages”); (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) a favorable opinion of Xxxxxx and Xxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebythereby including the delivery of the certificates of title for applicable equipment as required by the Security Agreement, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a financial forecast of the Borrower and its Subsidiaries on a consolidated basis prepared by management of the Borrower, including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on an annual basis for each of the Borrower’s fiscal years 2011 through and including 2015; (x) certificates attesting to the Solvency of each Material Loan Party before and after giving effect to the Transaction, from its chief financial officer; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) evidence that the Existing Credit Agreement and the related loan documents have been, or concurrently with the Closing Date are being, terminated and all Liens held by or on behalf of the Existing Credit Agreement Secured Parties have been, or concurrently with the Closing Date are being, released; (xiii) evidence that the following transactions shall have been (or shall concurrently be) consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (A) the repayment of the portion of the Existing Senior Secured Notes tendered on or prior to the Closing Date pursuant to the Borrower’s tender offer from the proceeds of the 2019 Senior Notes; (B) the Borrower shall have delivered evidence satisfactory to the Administrative Agent and each Lender that the portion of the Existing Senior Secured Notes not so tendered have been called for redemption and the funds required for such redemption have been deposited with the trustee for the Existing Senior Secured Notes in satisfaction and discharge thereof; (C) the Borrower shall have received at least $225 million of gross cash proceeds from the issuance of the 2019 Senior Notes; and (D) all Liens held by or on behalf of the Existing SSN Secured Parties have been, or concurrently with the Closing Date are being, released; (xiv) Vessel Mortgages with respect to each vessel owned by a Loan Party duly executed by each such Loan Party, together with assignments of insurance and earnings and evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created under the Vessel Mortgages has been, or will concurrently be, taken; and (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lenders or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) All consents, licenses, approvals, waivers, acknowledgements and other agreements required in connection with the consummation by any Loan Party of the Transaction and the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party shall be in full force and effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is hereunder, are each subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingfollowing (to the extent not previously delivered in connection with the Existing Credit Agreement), each of which shall be originals originals, telecopies or telecopies electronic images (e.g., “pdf” or “tif”) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of (x) certificates of governmental officials, a recent date before the Closing DateDate and (y) documents previously delivered pursuant to the Existing Credit Agreement, the date of the prior delivery thereof) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of each Security Instrument to be entered into by any Loan Party (other than the BWXT Entities) on the Closing Date (including any amendment to any Security AgreementInstrument), duly executed by each Loan PartyParty party thereto, together with: (A) certificates representing the certificated Pledged Stock referred to therein Interests pledged under the Collateral Agreement, and accompanied by undated stock or other transfer powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements (including any amendments to previously filed financing statements) in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Collateral Agreement, covering the Collateral described in the Security Agreementtherein, (C) a completed “perfection certificate” or other requests for information, dated on or before the date Closing Date, 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 the initial Credit Extensionsuch financing statements, describing the assets of the Loan Parties and any existing Liens,and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Instruments to be entered into on the Closing Date, or that have been entered into prior to the Closing Date, that the Administrative Agent may deem necessary or desirable in order to perfect perfect, or to confirm or continue the prior perfection of, the Liens created thereby,thereby (including receipt of duly executed payoff letters and UCC-3 termination statements, if any), and (E) such Intellectual Property Security Agreements (including any amendments to previously filed Intellectual Property Security Agreements) as the Deposit Account Control Agreements Administrative Agent may deem necessary or desirable in order to perfect, or provide notice of, the Liens created under the Collateral Agreement in intellectual property Collateral, in form appropriate for filing with the United States Patent and Trademark Office or the Securities Account Control United States Copyright Office; (iv) with respect to each of the Mortgaged Properties listed on Schedule 4.01(a)(iv), except to the extent waived by the Administrative Agent (in which case Section 6.29 shall apply to any matters set forth below that are so waived), each of the following: (A) evidence that counterparts of the Mortgages, and any amendments thereto to be entered into in connection with this Agreement as reasonably determined by the Administrative Agent, have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create, confirm or continue a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, excepting only Liens permitted under the Loan Documents, and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or the Borrower has made arrangements satisfactory to the Administrative Agent for payment thereof), (B) a mortgagee’s title insurance policy (or policies) (the “Mortgagee Policies”) or marked up unconditional binder for such insurance, or an amendment or update to such policies in place in connection with the Existing Credit Agreement, in each case as referred with endorsements and in amounts acceptable to in the Security Agreement Administrative Agent, issued, coinsured and duly executed reinsured by title insurers acceptable to the appropriate partiesAdministrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, (FC) evidence that all premiums in respect of the Mortgagee Policies have been paid (or the Borrower has made arrangements satisfactory to the Administrative Agent for payment thereof), (D) evidence that no such Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided, and evidence of any such flood insurance, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the create valid first and subsisting Liens created (excepting only Liens permitted under the Security Agreement Loan Documents) on the property described in the Mortgages has been taken taken; (including receipt v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly executed payoff lettersorganized or formed, UCC-3 termination and that each Loan Party is validly existing and (other than North County Recycling, Inc., a California corporation , and Xxxx-Xxxxxx Services, L.L.C., a Tennessee limited liability company) in good standing in its jurisdiction of organization; (vii) a favorable opinion of (A) Xxxxx Xxxxx L.L.P., counsel to the Loan Parties, (B) Xxxxx Xxxxxxx, General Counsel of the Borrower, (C) Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, local Ohio counsel to certain of the Loan Parties, and (D) Jones, Walker, Waechter, Poitevent, Carrère & Xxxxxxx L.L.P., local Mississippi counsel to certain of the Loan Parties (except to the extent to be delivered post-closing in connection with the Mortgaged Property located in Mississippi pursuant to Section 6.29), in each case addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and addressing such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2011 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) to (and providing such backup evidence as may reasonably be requested) the current Debt Ratings from each of Xxxxx’x and S&P; (x) a duly completed Compliance Certificate signed by the Chief Financial Officer or the Treasurer of the Borrower, demonstrating compliance as of the last day of the Fiscal Quarter ended on March 31, 2012 with the financial covenants in Section 7.18 after giving pro forma effect to the incurrence and repayment of Indebtedness on the Closing Date (and providing such backup evidence as may reasonably be requested); (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance or other appropriate documentation, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xii) such documentation and other information as has been reasonably requested by the Administrative Agent or any Lender prior to the Closing Date in connection with the provisions of Section 6.10 hereof; (xiii) copies of the audited consolidated financial statements of the Borrower and landlords’ its Subsidiaries for Fiscal Years 2009, 2010 and bailees’ waiver 2011, and consent agreementsinterim unaudited financial statements for the Fiscal Quarter ended March 31, 2012; (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid, (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid, in each case pursuant to the Fee Letters and (iii) all accrued but unpaid fees and expenses owing to the administrative agent, the lenders or any arranger under the Existing Credit Agreement shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the Security Pledge Agreement, duly executed by each the applicable Loan PartyParties, together with: (A) certificates or instruments representing the Pledged Stock referred to therein Certificated Securities (as defined in the Pledge Agreement) accompanied by undated stock all endorsements and/or powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blankrequired by the Pledge Agreement, (B) authorization by the Loan Parties to file evidence that all proper financing statements in form appropriate for filing have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Security Pledge Agreement, covering the Collateral described in the Security Pledge Agreement, (C) completed requests for information 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) a completed “perfection certificate” Perfection Certificate duly executed by the Parent; (iv) such certificates of resolutions or other requests for informationaction, dated incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of organization and (B) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) intentionally omitted; (vii) a favorable opinion of Hunton & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A) the conditions specified in this Section 4.01 have been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent and/or the Lenders with respect to certain items received by them under this Section 4.01), (B) that there has been no event or circumstance since September 30, 2012 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) no action, suit, investigation or proceeding is pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that (1) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (2) would reasonably be expected to have a Material Adverse Effect and (y) attaching copies of the operating agreements, partnership agreements or other applicable organizational documents of each Person (other than a Loan Party) whose Equity Interests are included in the Collateral, which organizational documents shall (1) in the reasonable opinion of the Administrative Agent, permit the Administrative Agent to realize on such Collateral upon the occurrence and during the continuance of an Event of Default and (2) otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (x) a Solvency Certificate from the Parent certifying that, after giving effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date), each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent; (xi) a Compliance Certificate, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date)(such Compliance Certificate, the “Pro Forma Closing Date Compliance Certificate”); (xii) the financial statements referenced in Sections 5.05(a); and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Arranger or the Required Lenders reasonably may require. (b) Any fees required hereunder or under the Fee Letter to be paid on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Closing Date shall have been paid. (Dc) evidence of the completion Completion of all other actions, recordings and filings of or due diligence with respect to the Security Agreement that Borrower, Guarantors, Investment Assets and Collateral in scope and determination satisfactory to the Administrative Agent, the Arranger and Lenders in their sole discretion; (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced (which invoice may deem necessary be in summary form) prior to or desirable in order on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to perfect be incurred by it through the Liens created thereby,closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (Ee) The representations and warranties of the Deposit Account Control Agreements Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct as of the Securities Account Control Agreement, in each case as referred Closing Date (except to in the Security Agreement and duly executed by the appropriate parties,extent any such representation or warranty only speaks of a different date). (Ff) evidence No Default shall exist, or would result from the making of any Credit Extension on the proposed Closing Date or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that all has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other action that matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent may deem necessary or desirable in order shall have received notice from such Lender prior to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”) and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates the certificates, if any, representing the Pledged Stock Equity referred to therein that is represented by a certificate (within the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt Instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementCollateral Documents, covering the Collateral described in the Security AgreementCollateral Documents, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created under the Security Agreement Collateral has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Agreement, from its chief financial officer substantially in the form of Exhibit K; (viii) a favorable opinion of Xxxxxxx Xxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a pro forma calculation of the Consolidated Leverage Ratio as of the Closing Date; (xi) a duly completed Compliance Certificate prepared on a pro forma basis as of the last day of the fiscal quarter of the Borrower ended June 30, 2019, signed by a Responsible Officer of the Borrower and the Parent; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least seven days prior to the Closing Date and (ii) at least three days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in substantially the form of Exhibit G (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blankblank (to the extent such Pledged Equity is certificated), (B) authorization by stamped receipt copies of proper financing statements, duly filed on or before the Loan Parties to file financing statements in form appropriate for filing day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and termination of any landlords’ and bailees’ waiver and consent agreements); (iv) landlord waivers or collateral access agreements in form and substance satisfactory to the Administrative Agent for any material leased headquarters location, excluding the Norfolk, VA location, as the Administrative Agent shall have requested; (v) an intellectual property security agreement, in substantially the form of Exhibit I (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Subsidiaries are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxxxx, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a favorable opinion of Xxxxxxxxx & Belendiuk, P.C., special communications counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the form set forth in Exhibit J-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) a business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, materially in the form attached hereto as Schedule 4.01(a)(xi); (xii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Loans, from its chief financial officer; and (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before June 15, 2011. (e) The Lenders shall have completed a due diligence investigation of the Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested; All of the information made available to the Administrative Agent prior to date of Commitment Letter shall be complete and correct in all material respects; and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower, that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to each Agent, each Lender and the number requested by the Administrative AgentBorrower; (iiA) a Note executed by the Company Borrower in favor of each Lender requesting a NoteNote prior to the date hereof; (iii) a security agreement, in substantially the form of Exhibit G hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Security Agreement"), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank,, Alderwoods Credit Agreement (B) authorization by the Loan Parties to file copies of proper financing statements in form appropriate for filing (the "UCC Financing Statements"), to be filed on or before the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement (other than the Mortgages, the UCC Financing Statements, the Intellectual Property Security Agreement and any other recordings or filings that the Lenders agree may be undertaken subsequent to the Effective Date) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the Security Agreement has been taken (including including, without limitation, receipt of duly executed payoff letters, deposit account control agreement terminations in respect of the Existing Credit Facility and UCC-3 termination statements statements); (iv) an intellectual property security agreement, in substantially the form of Exhibit I hereto (together with each other intellectual property security agreement and landlords’ intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the "Intellectual Property Security Agreement"), duly executed by each Loan Party party thereto, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect and bailees’ waiver protect the first priority liens and consent agreementssecurity interests created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, Alderwoods Credit Agreement and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (vii) a favorable opinion of Xxxxx Day, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit J-1; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (x) certificates and letters attesting to the Solvency of each Loan Party before and after giving effect to the Refinancing, from the Borrower's Chief Financial Officer; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xii) certified copies of each of the Related Documents, duly executed by the parties thereto; (xiii) one or more Requests for Credit Extension, as applicable, relating to the initial Credit Extension; (xiv) evidence that (A) the Existing Credit Facility, the 11% Notes and the Rose Hills Notes have been or concurrently with the Effective Date are being terminated, prepaid, redeemed or defeased or otherwise satisfied or extinguished and (B) all Liens securing obligations under the Existing Credit Facility have been or concurrently with the Effective Date are being released; (xv) a duly executed pledge agreement or equivalent document under English law, together with any other documents necessary to create and perfect a security interest over the UK Collateral, and evidence that all steps necessary to accomplish such creation and perfection have been taken and remain in full force and effect; (xvi) a duly executed pledge agreement or equivalent document under Canadian law, together with any other documents necessary to create and perfect a security interest over the Canadian Collateral, legal opinions of Canadian counsel in form and substance satisfactory to the Administrative Agent and evidence that all steps Alderwoods Credit Agreement necessary to accomplish such creation and perfection have been taken and remain in full force and effect; (xvii) a duly executed pledge agreement or equivalent document, together with any other documents necessary to create and perfect a security interest over any Foreign Collateral (other than the UK Collateral and the Canadian Collateral), legal opinions of applicable foreign counsel in form and substance satisfactory to the Administrative Agent and evidence that all steps necessary to accomplish such creation and perfection under the law of the jurisdiction of organization of the relevant Foreign Subsidiary have been taken and remain in full force and effect; and (xviii) such other assurances, certificates, documents, consents or opinions as any Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (b) All fees required to be paid on or before the Effective Date shall have been paid. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to any Loan Party's knowledge, threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect, (ii) purports to adversely affect the Refinancing or any portion thereof or the ability of the Borrower or any other Loan Party to perform their respective obligations under the Loan Documents, or (iii) purports to adversely affect the legality, validity or enforceability of any Loan Document or the consummation of the Refinancing. (d) All governmental authorizations and all third party consents and approvals necessary in connection with the Refinancing shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods in connection with the Refinancing shall have expired without any action being taken by any Governmental Authority; and no Law shall be applicable in the judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Refinancing or the rights of the Loan Parties freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, the Intercreditor Agreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G-1 and a pledge agreement, in substantially the form of Exhibit G-2 (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, collectively, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates and instruments representing the Pledged Stock Securities Collateral referred to therein that are certificated accompanied by undated stock powers or instruments of transfer executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a completed “perfection certificate” recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other requests for informationsearches the Administrative Agent deems reasonably necessary or appropriate, dated on none of which encumber the Collateral covered or before intended to be covered by the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing LiensCollateral Documents (other than Liens permitted under Section 7.01), (D) evidence A Perfection Certificate, in substantially the form of Exhibit I-1, duly executed by each of the completion of Loan Parties, and (E) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken taken; (iv) [Reserved]; (v) a Patent Security Agreement and a Trademark Security Agreement (as each such term is defined in Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in such Loan Party’s jurisdiction of organization; (viii) a favorable opinion of Xxxxx Xxxxxxx US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) the historical financial statements referred to in Sections 5.05(a) and (b); (x) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) as of the Closing Date, there are no actions, suits, claims, demands, investigations, inspections, audits, charges or proceedings pending or to the knowledge of any Responsible Officer of a Loan Party, threatened in writing (i) with respect to this Agreement or any other Loan Document, or (ii) which has had, or could reasonably be expected to have, a Material Adverse Effect; (xii) certificates attesting to the Solvency of the Borrower and its Restricted Subsidiaries, on a consolidated basis, before and after giving effect to the Transaction, from its chief financial officer, substantially in the form of Exhibit N; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies (including receipt flood insurance policies) maintained with respect to the assets and properties of duly executed payoff lettersthe Loan Parties that constitutes Collateral; (xiv) evidence that the ABL Credit Agreement has been amended to permit the Borrower and each other Loan Party’s entry into the Loan Documents; and (xv) such other assurances, UCC-3 termination statements certificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and landlords’ the Arrangers on or before the Closing Date shall have been paid and bailees’ waiver (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and consent agreementsdocumented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) Not later than the fifth Business Day prior to the Closing Date, the Administrative Agent and the Lenders shall have received from the Loan Parties 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. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, from each Lender, each L/C Issuer and each Loan Party; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) an executed counterpart of the Security Agreement, duly executed by Agreement from each Loan Party, together with: (A) certificates and instruments representing the Pledged Stock Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,; (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,; (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a completed “perfection certificate” recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other requests for informationsearches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, dated on none of which encumber the Collateral covered or before intended to be covered by the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens,Collateral Documents (other than Liens permitted hereunder); (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,[reserved]; (E) the Deposit Account Control Agreements and the Securities Account Control Agreementa Perfection Certificate, in each case as referred to in substantially the Security Agreement and form of Exhibit I-1, duly executed by each of the appropriate parties,Loan Parties; and (F) evidence that all other action actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance acceptable to Administrative Agent, addressing such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.01(d), (e) and (f) have been satisfied; (ix) a certificate attesting to the Solvency of the Borrower and its Subsidiaries after giving effect to the Transaction, from its chief financial officer, substantially in the form of Exhibit N; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or lender loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xi) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender reasonably may require; and (xiii) a Request for Credit Extension in accordance with the requirements hereof with respect to each Credit Extension to be made on the Closing Date. (b) The Administrative Agent shall have received (a) at least 3 Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to any Loan Party under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, as reasonably requested by the Arrangers in writing at least 10 Business Days prior to the Closing Date and (b) at least three Business Days prior to the Closing Date, if any Borrower qualifies as a “legal entity” customer under the Beneficial Ownership Regulation and the Administrative Agent or a Lender has requested such certification at least ten business days prior to the Closing Date, a beneficial ownership certification in relation to such Borrower. (c) The Administrative Agent shall have received for its own account and for the account of each Arranger (or substantially simultaneously with the initial funding of the Facilities on the Closing Date, shall receive) all fees and expenses required to be paid to any of them by the Borrower on or prior to the Closing Date and, with respect to expenses, invoiced to the Borrower at least three (3) Business Days prior to the Closing Date. (d) The Solvency Specified Representation, the Transaction Agreement Representations and each other Specified Representation shall be true and correct in all material respects as of the Closing Date; provided that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects at such time on such date. (e) The Acquisition shall have been consummated, or substantially concurrently with the funding under the Facilities on the Closing Date, on substantially the terms set forth in the Transaction Agreement without giving effect to any amendments, waivers or consents under the Transaction Agreement by the Company or its applicable subsidiary that (x) are materially adverse to the Lenders in their capacities as such (each, a “Materially Adverse Modification”) and (y) have not been approved by the Arrangers (such approval not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that any change to the definition of “Material Adverse Effect” in the Transaction Agreement shall be deemed to be materially adverse to the Lenders in their capacities as such). (f) After April 12, 2022, there shall not have occurred a Material Adverse Effect (as defined in the Transaction Agreement) that is continuing. (g) [Reserved]. Notwithstanding anything in this Agreement to the contrary, it is understood that with respect to any Collateral of the Borrower and its Subsidiaries, to the extent any such Collateral (other than to the extent that a lien on such Collateral may be perfected by (i) the filing of a financing statement under the Uniform Commercial Code or (ii) the delivery of stock certificates of any Domestic Subsidiary that is a Material Subsidiary of any Loan Party which are required to be pledged under this Agreement or the Security Agreement is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities and the making of any Loans and other extensions of credit under this Agreement on the Closing Date, but shall be required to be provided and perfected within the time period set forth in Schedule 6.19 after the Closing Date (subject to extensions granted by the Administrative Agent, in its reasonable discretion). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 10.01 of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) an amended and restated security agreement, in substantially the form of Exhibit F (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) reasonable evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby, (E) copies of the Deposit Account Control Assigned Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and Agreement, together with a consent to such assignment, in substantially the form of Exhibit B to the Security Agreement, duly executed by each party to such Assigned Agreements other than the appropriate parties,Loan Parties, and (F) reasonable evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, letters and UCC-3 termination statements to the extent requested by the Administrative Agent); (iv) an amended and landlordsrestated intellectual property security agreement or an intellectual property security agreement supplement, in substantially the form of Exhibit G hereto (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower, Holdings and each of their respective Subsidiaries is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) a favorable opinion of Lxxxxx & Wxxxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, as to the matters set forth in Exhibit H-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of Boult, Cummings, Cxxxxxx & Bxxxx, PLC, local counsel to the Loan Parties in Tennessee, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of Holdings, the statements in which shall be true, certifying (A) that (1) the representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case as of such earlier date and (2) no Default exists or would result from the initial Credit Extension or the application of the proceeds thereof and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its Chief Financial Officer; (xii) such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 2005, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Credit Extension), pro forma financial statements as to Holdings and bailees’ waiver forecasts prepared by management of Holdings, in form and consent agreements)substance satisfactory to the Lenders, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the day of the initial Credit Extension and on an annual basis for each year thereafter until the Maturity Date for the Term B Facility; (xiii) a Committed Loan Notice relating to the initial Credit Extension; (xiv) (A) a duly completed Senior Secured Leverage Covenant Compliance Certificate and (B) a duly completed Revolver Maintenance Covenant Compliance Certificate, in each case as of the last day of the fiscal quarter of Holdings most recently ended prior to the Closing Date for which financial statements are available, each of which shall be completed as though the Loans borrowed on the Closing Date had been incurred as of the first day of the four-quarter period covered by such Compliance Certificate, assuming that such Loans were Eurodollar Rate Loans and that the LIBO Rate applicable thereto was equal to a rate designated by the Administrative Agent to the Borrower as of the Closing Date, and as though the Indebtedness under the Existing Credit Agreement had been repaid as of such date, signed by a Responsible Officer of Holdings; (xv) reasonable evidence that all outstanding interest, fees, expenses and other amounts (other than principal of Loans) under the Existing Credit Agreement have been or concurrently with the Closing Date are being paid in full and all commitments thereunder terminated; (xvi) certified copies of each Qualified Designated Entity Agreement executed prior to the closing date with respect to each ANB Entity, each Auction 66 Entity and each Oregon Entity, which shall be in form and substance reasonably satisfactory to the Administrative Agent; and (xvii) such other assurances, certificates, documents, consents or opinions as any Agent, any L/C Issuer or any Lender reasonably may require. (b) The Lenders shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by Holdings and its subsidiaries; and, to the extent available on a commercially reasonably basis, the Lenders shall have received endorsements naming the Administrative Agent or the Collateral Agent (as defined in the Security Agreement) on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral. (c) All accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders (including the fees and expenses of counsel for the Administrative Agent and local counsel for the Lenders) that are by their terms payable on or prior to the Closing Date shall have been paid, to the extent that invoices in customary detail have been received by the Company not later than the second Business Day before the Closing Date. (d) The Closing Date shall have occurred on or before June 30, 2006. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened before any Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to materially and adversely affect the Transaction. (f) All governmental authorizations and all third party consents and approvals necessary in connection with the Transaction shall have been obtained and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (g) The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of Holdings and its subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested, and no changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding Holdings and it Subsidiaries or the transaction after May 10, 2006 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities or any other aspect of the Transaction, and nothing shall have come to the attention of the Lenders during the course of such due diligence investigation to lead them to believe (i) that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect, and (ii) that the Transaction will have a Material Adverse Effect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of Holdings and its Subsidiaries as they shall have requested. (h) After giving effect to the Transaction, including all Credit Extensions made in connection therewith, there shall as of the Closing Date be no Revolving Credit Loans or L/C Obligations outstanding other than the Existing Letters of Credit. (i) The Lenders shall be satisfied with (i) the pro forma capital and ownership structure and the shareholder arrangements of Holdings and its Subsidiaries, including, without limitation, the charter and bylaws of Holdings and each such Subsidiary and each agreement or instrument relating thereto, and (ii) the amount, tenor, ranking and other terms and conditions of all other equity and debt financings comprising part of the

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, in Agreement and the number requested by the Administrative AgentGuaranty; (ii) a Note executed by the Company Borrower in favor of each Lender requesting party to this Agreement on the Closing Date that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) the Security Agreementeach Collateral Document set forth on Schedule 4.01(a), duly executed by each Loan PartyParty party thereto, together with: (A) certificates certificates, if any, representing the Pledged Stock referred to therein Equity Interests constituting Collateral accompanied by undated stock powers or assignments separate from certificate executed in blank and instruments evidencing any pledged debt instruments constituting Collateral indorsed in blank,blank (provided that, the pledge of any Equity Interests of any Person that is subject to the jurisdiction of the Nevada Gaming Authorities as a licensee or registered company under the Nevada Gaming Laws will require the approval of the Nevada Gaming Authorities in order to be effective, and no certificates evidencing the Equity Interests of such Person or any undated stock powers or assignments separate from certificate relating thereto shall be delivered to the Administrative Agent or any custodial agent thereof until such approval has been obtained; provided further that, all certificates representing such Equity Interests (and the corresponding undated stock powers or assignments separate from certificate) shall be held in the State of Nevada by a bailee reasonably agreed to by the Administrative Agent pursuant to a Custodian Agreement in the form of Exhibit P attached hereto); (B) authorization by opinions of counsel for the Loan Parties other than Immaterial Subsidiaries in states in which such Loan Parties are formed or the Mortgaged Properties are located, with respect to file financing statements perfection of the Liens granted pursuant to the Collateral Documents (including the Mortgages) and any related filings, recordations or notices (including fixture filings), in each case, in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that and substance reasonably satisfactory to the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Agent; and (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (including UCC financing statements, other filings, recordations or desirable in order notices and with respect to perfect the Liens created thereby, (E) the Deposit Account Control Agreements Mortgaged Properties, title insurance, surveys and the Securities Account Control Agreement, in each case as environmental assessments referred to in the Security Collateral and Guarantee Requirement) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) [reserved]; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) (A) a legal opinion from Milbank, Tweed, Xxxxxx & XxXxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit J-1 and (B) a legal opinion from Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Nevada counsel to the Loan Parties, substantially in the form of Exhibit J-2; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) there has been no change, effect, event or occurrence since December 31, 2011, that has had or could reasonably be expected to have a Material Adverse Effect, (B) no Default shall exist, or would result from the Credit Extensions on the Closing Date or from the application of the proceeds therefrom and (C) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on and as of the Closing Date; (viii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Credit Extensions on the Closing Date, from the treasurer of the Borrower; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as lender loss payee or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (x) certified copies of the Manager Documents, Opco IP Agreements, GVR IP Agreements, the Non-Compete Agreement, the Opco Parent Cost Allocation Agreement, the GVR Parent Cost Allocation Agreement and each Native American Contract (or, in the case of Native American Contracts, forms of such contracts), duly executed by the appropriate parties,parties thereto, together with all other Material Contracts, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; (Fxi) evidence that a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the Credit Extensions (if any) on the Closing Date; (xii) certified copies of the Opco Tax Sharing Agreement and the GVR Tax Sharing Agreement, each duly executed by all other action that parties thereto which is in full force and effect on the Closing Date; (xiii) all information and copies of all documents and papers, including records of each Loan Party proceeding, Governmental Approval, good standing certificate and bring-down telegram or facsimile, if any, which the Administrative Agent reasonably may deem necessary have requested in connection therewith, such documents and papers where appropriate to be certified by the proper Loan Party or desirable in order Governmental Authorities; (xiv) a Phase I environmental assessment report, conducted under the ASTM International E1527-05 Standards, issued by a recognized environmental consultant for each Mortgaged Property, which report shall be reasonably satisfactory to perfect the Administrative Agent; and (xv) each of the other documents, instruments and certificates set forth on Schedule 4.01(a). (b) The Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent with respect to the termination and release of the Liens created on the Collateral or security documentation relating to the Original Credit Agreements or other obligations of the Loan Parties, which releases shall be in form and substance satisfactory to the Administrative Agent. (c) All costs, fees and expenses required to be paid hereunder and under the Security Agreement has other Loan Documents and invoiced before the Closing Date shall have been taken paid in full in cash. (d) After giving effect to the initial Credit Extensions, (a) Borrower and its Subsidiaries shall have no outstanding preferred Equity Interests or Indebtedness, except for (i) Indebtedness listed on Schedule 7.03(b) and (ii) preferred stock held by the Borrower in its Subsidiaries and preferred stock held by one Loan Party in another Loan Party, so long as, in each such case, such preferred stock does not constitute Disqualified Equity Interests, is not otherwise entitled to any mandatory dividends or redemptions, and contains terms that are otherwise reasonably satisfactory to the Administrative Agent, and (b) all stock of Borrower shall be owned, collectively, by Opco Holdings and GVR Holdings free and clear of Liens (other than those securing the Obligations). (e) The Joint Lead Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, members’ equity and cash flows of each of Opco and GVR and their respective Subsidiaries, along with a schedule prepared by the Borrower showing the balance sheets and related statements of income, members’ equity and cash flows for Opco and GVR on a combined basis, for (A) each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date and (B) to the extent reasonably available and, in any event, excluding footnotes, each fiscal month after the most recent fiscal period for which financial statements were received by the Administrative Agent and the Lenders as described above and ended at least thirty (30) days before the Closing Date (collectively, the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii)(A) shall be prepared in accordance with GAAP. (f) All material Permits necessary in connection with the consummation of the transactions contemplated by the Loan Documents (including receipt all necessary approvals under applicable Gaming Laws but excluding the approval of duly executed payoff lettersthe pledge of Equity Interests in Persons subject to the jurisdiction of the Nevada Gaming Authorities as a licensee or registered company under the Nevada Gaming Laws) and the continuing operations of the Borrower and its Subsidiaries (including shareholder approvals, UCC-3 termination statements if any) shall have been obtained on terms satisfactory to the Administrative Agent and landlords’ the Lenders and bailees’ waiver shall be in full force and consent agreements)effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions upon the consummation of the transactions contemplated by the Loan Documents.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by Parent Guaranty and the Administrative AgentGuaranty; (ii) a Note Notes executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan PartyBorrower and each Guarantor, together with: (A) certificates to the extent required thereby, certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank or registered in the name of such nominee or nominees as the Administrative Agent shall specify and instruments instruments, if any, evidencing any Indebtedness pledged debt instruments by the Loan Parties pursuant to the Security Agreement indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements, Personal Property Security Act financing statements or other filings in form appropriate for filing under the Uniform Commercial Code or the Personal Property Security Act, as applicable, of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, the Canadian Debentures and the Canadian Debenture Pledge Agreements covering the Collateral described in the Security Agreement, the Canadian Debentures and the Canadian Debenture Pledge Agreements, (C) with respect to each Luxembourg Share Pledge Agreement, a completed “perfection certificate” or other requests for information, dated on or before the date copy of the initial Credit Extension, describing the assets shareholders’ register of the relevant Luxembourg Loan Parties Party whose shares are pledged, evidencing the registration of the pledge, within 1 Business Day after the Closing Date; (D) with respect to each Luxembourg Account Pledge Agreement, a copy of the notice of pledge sent to the relevant account bank in Luxembourg within 5 Business Days after the Closing Date and any the acknowledgement and waiver of pre-existing Liensrights over the accounts, duly executed by such account bank; (E) copies of UCC, federal and state tax and bankruptcy lien searches dated as of a recent date with respect to the Borrower and each other Loan Party as of the Closing Date, (DF) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FG) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlordsPersonal Property Security Act discharge verification statements); (iv) a Canadian Debenture and Canadian Debenture Pledge Agreement duly executed by each Canadian Loan Party; (v) a Luxembourg Security Agreement duly executed by each Luxembourg Loan Party; (vi) [reserved]; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) with respect to any Luxembourg Loan Party, (i) a certified, true, complete and up-to-date copy of an extract from the Luxembourg Companies Register pertaining to each such entity dated not earlier than one Business Day before the date of this Agreement or, if not available, a copy of the certificate of good standing (certificat de coutume) pertaining to each such entity and dated not earlier than one Business Day before the date of this Agreement, (ii) a copy of the up-to-date articles of incorporation or articles of association, as applicable, including all amendments thereto, of each such entity, (iii) a copy of a certificate of non-registration of judgments (certificat de non inscription d’une décision judiciaire), issued by the Luxembourg Companies Register with regard to each such entity dated not earlier than one Business Day before the date of this Agreement; and (vi) a certificate of an authorized signatory of each such entity dated not earlier than one Business Day before the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of each such entity as in effect on the date of that certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers of each such entity, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which such Luxembourg Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such entity, and (D) certifying that the item (xvi) has been complied with; (x) a favorable opinion of Xxxxxx & Xxxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xi) a favorable opinion of (i) local counsel to the Loan Parties in Canada addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (ii) Blake, Xxxxxxx & Xxxxxxx LLP as to the matters concerning the title of the real property intended to be subject to the fixed charges contemplated by the Canadian Debentures as the Required Lenders may reasonably request; (xii) an opinion of NautaDutilh Avocats Luxembourg, as Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning (i) the capacity of the Luxembourg Loan Parties with respect to the Loan Documents they are entering into, (ii) enforceability of the Loan Documents governed by Luxembourg law that they are entering into, (iii) lien creation and perfection and (iv) other customary matters as the Administrative Agent may reasonably request; (xiii) [reserved]; (xiv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party or Loan Parties of the Transaction and the execution, delivery and performance by such Loan Party or Loan Parties and the validity against such Loan Party or Loan Parties of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xv) a certificate signed by a Responsible Officer of the US Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xvi) a certificate of a Financial Officer of the US Borrower attesting to the Solvency of the US Borrower and the Restricted Subsidiaries, on a consolidated basis, before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date and the consummation of the Transaction, from the chief financial officer of the US Borrower or of the General Partner acting on its behalf; (xvii) the Audited Financial Statements and the Unaudited Quarterly Financial Statements; (xviii) an amendment to the Parent Credit Agreement and releases of the Loan Parties from all loan documents relating thereto and Liens granted by any Loan Party in connection therewith, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received all existing Phase I environmental assessments and other audits, assessments, or reports relating to environmental conditions or compliance with Environmental Laws which have been previously conducted or other reports, in each case to the extent in the possession of the Borrowers, as the Administrative Agent may reasonably require and the Administrative Agent shall be satisfied in its reasonable discretion with the condition of the properties of the Borrowers and their Subsidiaries with respect to the Borrowers’ and baileestheir Subsidiaries’ waiver (or their respective predecessors’) compliance with Environmental Laws; and (xx) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and consent agreementsis in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xxi) evidence that the Canadian Borrower has complied with Section 11.15(d); and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (b) Each Lender shall have received all information requested by it pursuant to Section 11.19, to the extent requested at least five (5) Business Days prior to the Closing Date; (c) The Lenders shall have completed a due diligence investigation of the Borrowers and their respective Subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrowers and their respective Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested; (i) All fees required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid; (e) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) consistent with Section 11.04(a) to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); (f) The Loan Parties shall have provided true, correct, and complete copies of all Material Contracts to the Administrative Agent and the Lenders to the extent not previously provided (and the Administrative Agent and the Lenders agree that any Material Contracts filed with the SEC in connection with the Transaction shall be deemed delivered); (g) The Transactions shall have been completed in all material respects in accordance with the terms of the Transfer Documents and applicable Law. Without limiting the generality of the provisions of Section 10.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt each of the followingassurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require (including, without limitation, each of the documents, instruments and agreements listed in the List of Closing Documents attached hereto as Schedule 4.01). (b) The Administrative Agent shall have received from the Company, in immediately available funds, (i) a commitment fee payable to each Lender party to the Existing Credit Agreement as of the date hereof in an amount equal to 0.100% of the amount, if any, by which such Lender’s Commitment is increased over such Lender’s “Commitment” under the Existing Credit Agreement pursuant to this Agreement, (ii) an amendment fee payable to each Lender party to the Existing Credit Agreement in an amount equal to 0.030% of the amount of such Lender’s “Commitment” under the Existing Credit Agreement, (iii) the fees required under the Fee Letters, and (iv) all accrued and unpaid “Facility Fees” under the Existing Credit Agreement (regardless of whether such “Facility Fees” are then due and payable), all of which aforementioned fees shall be originals fully earned and non-refundable when due and payable. (c) Unless waived by the Administrative Agent or telecopies (followed promptly by originals) unless otherwise specifiedthe Arrangers, each properly executed by a Responsible Officer respectively, the Company shall have paid all fees, charges and disbursements of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory counsel to the Administrative Agent and each the Arrangers, respectively, to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Lenders: closing proceedings (i) executed counterparts provided that such estimate shall not thereafter preclude a final settling of this Agreement, in accounts between the number requested by Company and the Administrative Agent; (ii) a Note executed by ). Without limiting the Company generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in favor of this Section 4.01, each Lender requesting 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 Note; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Lender unless the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect shall have received notice from such Lender prior to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters), the Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, a Subsidiary Guaranty substantially in the form of Exhibit E from each of the Guarantors, a Subordination Agreement substantially in the form of Exhibit G from each of the Guarantors, a Security Agreement substantially in the form of Exhibit I from each of the Loan Parties, a Pledge Agreement and Irrevocable Proxy substantially in the form of Exhibit H from each Loan Party, and each Mortgage dated as of the date hereof and Subordinate Mortgage described in the Security Schedule, sufficient in number requested by for distribution to the Administrative Agent, each Lender and the Borrower, and, in the case of the Security Documents, in form and in sufficient number of counterparts for the prompt completion of all recording and filing of the Security Documents as may be necessary or, in the opinion of the Administrative Agent, desirable to create or continue, as appropriate, a valid perfected first Lien against the collateral covered by such Security Documents, and together with stock certificates, membership interest certificates or such other certificated security as may be part of the collateral covered by the Security Documents and with stock powers or other transfer powers or instruments executed in blank for each such certificate, interest or security; (ii) a Note Notes executed by the Company Borrower in favor of each Lender requesting Lender, each in a Noteprincipal amount equal to such Lender’s Percentage Share of the Maximum Loan Amount; (iii) the Security Agreementsuch certificates of resolutions or other action, duly executed by incumbency certificates and/or other certificates of Responsible Officers of each Loan Party, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Party as the Administrative Agent may deem necessary require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or desirable formed, validly existing, in order good standing and qualified to perfect engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates; (v) a certificate signed by a Responsible Officer of the Liens created under Borrower certifying (A) that the Security Agreementconditions specified in Sections 4.2(a) and (b) have been satisfied, covering and (B) that there has been no event or circumstance since the Collateral described in date of the Security Agreement, Initial Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect and (C) there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that (x) would reasonably be expected to have a completed “perfection certificate” Material Adverse Effect or (y) restrains, prevents or imposes or can reasonably be expected to impose materially adverse conditions upon this Agreement, the initial public offering or the transactions contemplated thereby; (vi) an opinion of counsel to each Loan Party substantially in the form of Exhibits F-1, F-2, and F-3; (vii) evidence satisfactory to the Administrative Agent that the Loan Parties have indefeasible title to all Properties purported to be included in the Borrowing Base, free and clear of all Liens other requests than Permitted Liens and all such Properties are subject to the valid first priority Lien of the Administrative Agent for informationthe benefit of the Lenders; (viii) a certificate of insurance of the Borrower and its Subsidiaries evidencing that the Borrower and its Subsidiaries are carrying insurance in accordance with Section 6.7 and that such insurance is in full force and effect; (ix) the Initial Engineering Report; (x) the Initial Audited Financial Statements; (xi) evidence satisfactory to the Administrative Agent that, dated concurrently with the effectiveness of this Agreement, the Borrower shall have issued its common stock and shall have received gross cash proceeds of at least $75,000,000 of such issuance on terms and conditions satisfactory to the Administrative Agent, including (i) the final structure of the transactions contemplated by this Agreement and such initial public offering and (ii) the sources and uses of proceeds used to consummate the transactions contemplated hereby and thereby; (xii) proper financing statements (form UCC-1), to be filed on or before promptly after the date of the initial Credit ExtensionBorrowing, naming the Borrower as debtor and the Administrative Agent as secured party, describing the assets all of the Loan Parties and any existing Liens, Collateral in which the Borrower has granted or purported to grant an interest, filed in the appropriate jurisdictions; proper financing statements (D) evidence form UCC-1), to be filed on or promptly after the date of the completion initial Borrowing, naming one or more of the Guarantors as debtor(s) and the Administrative Agent as secured party, describing all other actionsof the Collateral in which the Guarantor or Guarantors have granted or purported to grant an interest, recordings and filings filed in the appropriate jurisdictions; together with copies of or with respect to the Security Agreement that search reports in such jurisdictions as the Administrative Agent may deem reasonably request, listing all effective financing statements that name any of the Borrower or the Guarantors as debtor and any other documents or instruments as may be necessary or desirable (in order the opinion of the Administrative Agent) to perfect the Liens created thereby,Administrative Agent’s interest in the Collateral and all certificates, instruments and other documents representing all Pledged Stock being pledged pursuant to such Pledge Agreement and stock powers for such certificates, instruments and other documents executed in blank and all instruments representing Pledged Collateral being pledged pursuant to such Pledge Agreement duly endorsed in favor of the Administrative Agent or in blank; (Exiii) a certificate of the chief financial officer of the Borrower, stating that (A) the Deposit Account Control Agreements Borrower is Solvent and (B) the Securities Account Control AgreementLoan Parties, taken as a whole, are Solvent, in each case as referred case, after giving effect to the initial Loans and Letters of Credit, the application of the proceeds thereof in accordance with Section 5.17 and the Security Agreement payment of all estimated legal, accounting and duly executed by the appropriate parties,other fees related hereto and thereto; (Fxiv) evidence that each of the Borrower and its Subsidiaries shall have received all consents and authorizations required pursuant to any material contractual obligation with any other action that Person and shall have obtained all permits, licenses and other approvals of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary to allow each of the Borrower and its Subsidiaries lawfully (A) to execute, deliver and perform, in all material respects, their respective obligations hereunder and under the Loan Documents and the related documents to which each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them, respectively, pursuant thereto or in connection therewith and (B) to create and perfect the Liens on the Collateral to be owned by each of them in the manner and for the purpose contemplated by the Loan Documents, and all such matters are in full force and effect; (xv) pro forma estimated balance sheet of the Borrower and its Subsidiaries (based on the audited December 31, 2004 balance sheet) giving effect to the initial public offering and the transactions contemplated thereby and hereby; (xvi) The Borrower and its Subsidiaries shall not have any Indebtedness on the Closing Date other than in respect of this Agreement. The Borrower (and its Subsidiaries) existing loan facilities, if any, shall have been or shall concurrently with the execution and delivery by the Borrower of this Agreement be paid in full and all commitments thereunder and security interests granted in connection therewith shall have been terminated; and (xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Issuing Bank or the Majority Lenders reasonably may require. (b) All fees required to be paid on or before the Closing Date pursuant to any of the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all costs and expenses payable to the Administrative Agent may deem necessary pursuant to Section 10.4 to the extent invoiced prior to or desirable on the Closing Date, plus such additional amounts of costs and expenses as shall constitute the Administrative Agent’s reasonable estimate of the costs and expenses described in order Section 10.4 incurred or to perfect be incurred by it through the Liens created under closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements Borrower and landlords’ and bailees’ waiver and consent agreementsthe Administrative Agent). (d) There shall exist no pending or threatened litigation, proceedings or investigations which could reasonably be expected to have a material adverse effect on the financial condition, operations, assets, business, properties or prospects of the Borrower or any of its Subsidiaries or the transactions contemplated hereby. (e) The Administrative Agent and Lenders shall have completed review of the Initial Engineering Report and determined that the form, substance and content thereof are satisfactory.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Unless waived by all the Lenders, the Administrative Agent’s Agents’ receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agents and each of the Lenderstheir legal counsel: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative AgentAgents, each Lender and the Borrowers; (ii) a Note executed by the Company applicable Borrower in favor of each Lender requesting (whereupon each Lender under the Existing Credit Agreement shall, within a Notereasonable time, return any note executed by the Borrowers thereunder in favor of such Lender, to the applicable Borrower for cancellation); (iii) executed counterparts of the Security Guaranty Affirmation, sufficient in number for distribution to the Administrative Agents and each Lender; (iv) executed counterparts of the First Amended and Restated Guaranty; (v) executed counterparts of the First Amended and Restated Pledge Agreement, together with stock powers duly executed by in blank for each certificate pledged thereunder; (vi) executed counterparts of the Pledge Agreement Affirmation; (vii) there shall not exist any order, decree, judgment, ruling or injunction which restrains the consummation of any transaction contemplated hereby or any pending or threatened action, suit, investigation or proceeding, which, if adversely determined, could reasonably be expected to materially and adversely affect any Borrower and its subsidiaries, any transaction contemplated hereby or the ability of any Borrower, any of its Subsidiaries or any Guarantor to perform its obligations under the Loan Documents or the ability of the Lenders to exercise their rights thereunder; (viii) there shall have not occurred a material adverse change since June 30, 2004 in the business, results of operations or condition (financial or otherwise) of the Borrowers and their Subsidiaries taken as a whole, or in the facts and information regarding such entities as represented to date; (ix) evidence reasonably satisfactory to the Administrative Agents that there shall not have occurred any adverse change since June 30, 2004 to the corporate and ownership structure (including articles of incorporation and bylaws, shareholder agreements and management of the Borrowers and their Subsidiaries); (x) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan PartyParty as the Administrative Agents may require evidencing the identity, together with:authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party; (xi) such documents and certifications as the Administrative Agents may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent permitted under Section 6.05 hereof; (xii) a favorable opinion of O’Melveny & Xxxxx, L.L.P. and Osler, Xxxxxx & Harcourt LLP, counsel to the Loan Parties, addressed to the Administrative Agents and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xiii) a certificate of a Responsible Officer of each Borrower either (A) certificates representing attaching copies of all consents, licenses and approvals required in connection with the Pledged Stock referred to therein accompanied execution, delivery and performance by undated stock powers executed the respective Loan Parties and the validity against such Persons of the Loan Documents, and such consents, licenses and approvals shall be in blank full force and instruments evidencing any pledged debt instruments indorsed in blank, effect, or (B) authorization stating that no such consents, licenses or approvals are so required; (xiv) a certificate signed by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code a Responsible Officer of all jurisdictions each Borrower certifying (A) that the Administrative Agent may deem necessary conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or desirable in order circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to perfect the Liens created under the Security Agreementhave, covering the Collateral described either individually or in the Security Agreement,aggregate, a Material Adverse Effect; (Cxv) a completed “perfection certificate” certificate from the Domestic Borrower’s chief financial officer certifying that the Domestic Borrower and each of its Subsidiaries are Solvent; and (xvi) such other assurances, certificates, documents, consents or other requests for informationopinions as the Administrative Agents, dated the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the date Closing Date shall have been paid. (c) The Borrowers shall have paid all Attorney Costs of the initial Credit ExtensionAdministrative Agents to the extent invoiced prior to or on the Closing Date, describing plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the assets closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Loan Parties Borrowers, the Administrative Agents and any existing Liens,the Administrative Agents’ counsel). (Dd) evidence of the completion of all other actionsThe Closing Date shall have occurred on or before June 30, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)2005.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent unless otherwise consented to or waived by the Administrative Agent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by counterparts of the Company in favor Securities Pledge Agreement entered into as of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan PartyClosing Date, together with: (A) certificates representing the Pledged Stock pledged Equity Interests referred to therein accompanied by the applicable undated stock powers power transfers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,; and (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the first-priority Liens created under the Security Securities Pledge Agreement has been taken taken; (including receipt iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) executed counterparts of each of the other Loan Documents; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly executed payoff lettersorganized or formed, UCC-3 termination statements and landlords’ each of the Borrower and bailees’ waiver each Guarantor is validly existing, in good standing and consent agreementsqualified to engage in business in its jurisdiction of organization; (vii) a favorable opinion of Wxxxxx, Cutler, Pickering, Hxxx and Dxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date in form and substance satisfactory to the Administrative Agent; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Closing Date shall have occurred on or before March 31, 2008. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, except for any items referred to in Section 6.14, each of which shall be originals originals, pdf copies or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, in the number requested by Guarantee Agreement and the Administrative AgentIntercreditor Agreement; (ii) a Note executed by the Company Borrower in favor of each Lender requesting that has requested a NoteNote at least two Business Days in advance of the Closing Date; (iii) the Security Agreementeach Collateral Document set forth on Schedule 4.01(a)(iii), duly executed by each Loan PartyParty thereto, together with: (A) certificates certificates, if any, representing the Pledged Stock Equity and Pledged Securities referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank,; (B) authorization by the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions evidence that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing the assets of the Loan Parties and any existing Liens, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent or First Lien Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or desirable in order appropriate, none of which encumber the Collateral covered or intended to perfect be covered by the Collateral Documents (other than Liens created thereby,permitted by Section 7.01); (Eiv) the Deposit Account Control Agreements executed Perfection Certificate; (v) (x) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Securities Account Control other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (y) a certificate, dated the Closing Date signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Section 4.01(h) and Sections 4.02(a) and (b); (vi) opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and local counsel opinions in the jurisdictions set forth on Schedule 4.01(a)(v); (vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) after giving effect to the Transactions, from the chief executive officer or chief financial officer of the Borrower; (viii) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Borrower that such agreement is in full force and effect as of the Closing Date; (ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee and additional insured under each case insurance policy with respect to such insurance as referred to in which the Security Agreement Administrative Agent shall have reasonably requested to be so named; (x) certified copies of the Second Lien Debt Documents and the Holdings Mezzanine Documents, each duly executed by the appropriate parties, (F) evidence that parties thereto, together with all material agreements, instruments and other action that documents delivered in connection therewith as the Administrative Agent may deem shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; and (xi) a Committed Loan Notice or Notice of LC Credit Event, as applicable, relating to the Initial Credit Extension; (b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash. (c) Substantially concurrently with the initial Credit Extensions, the Refinancing shall have been consummated. (d) Substantially concurrently with the initial Credit Extensions, the Borrower shall have received at least $225,000,000 in gross cash proceeds from the funding of the Second Lien Term Loan. (e) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have taken all other necessary or desirable actions such that, after giving effect to the Transactions, the Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (A) the Loans and L/C Obligations, (B) the Second Lien Term Loan and (C) Indebtedness otherwise permitted under Section 7.03. (f) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements; provided that the Borrower shall be deemed to have satisfied this condition precedent if, prior to the Closing Date, it has delivered such financial statements to the Administrative Agent (as defined in order the Existing Credit Agreement) in accordance with the terms of the Existing Credit Agreement. (g) The Administrative Agent shall have received, at least five (5) days prior to perfect the Liens created Closing Date, all documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Security Agreement USA PATRIOT Act that has been taken requested in writing by the Administrative Agent at least ten (including receipt of duly executed payoff letters10) days prior to the Closing Date. (h) There has been no event, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)condition or circumstance since December 31, 2011, which has resulted in or could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the date hereof (in the case of this Agreement) or the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and Newpark; (ii) a Note executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) executed counterparts of the Security Agreement, duly executed by each Loan PartyBorrower, together with: (A) certificates certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt indorsed in blank, (B) authorization by the Loan Parties to file financing statements Financing Statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Borrower as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebythereby (unless the Security Agreement permits such action to be taken after the Closing Date), (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, Agreement (in each case case, as referred defined in the Security Agreement) required pursuant to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, lien releases and UCC-3 termination statements but excluding such action which the Security Agreement permits to be taken after the Closing Date. (iv) IP Security Agreement Supplements, duly executed by each relevant Borrower, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement in intellectual property has been taken; (v) executed counterparts of mortgages covering the Real Estate listed on Schedule 4.01, together with the Related Real Estate Documents for all such Real Estate; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and landlords’ capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and bailees’ waiver the other Loan Documents to which such Borrower is a party or is to be a party; (vii) such documents and consent agreementscertifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) favorable opinions of (a) Xxxx Xxxxxx, Esq., Newpark’s General Counsel as to corporate matters in respect of the Borrowers other than Dura-Base, (b) Xxxxxxx Xxxxx LLP, counsel to the Borrowers, and (c) local Nevada counsel to Dura-Base as to corporate matters in respect of Dura-Base, each addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of Newpark certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) that Availability as of the Closing Date is no less than $37,500,000 and containing the calculation of such Availability in reasonable detail and satisfactory to the Administrative Agent. (x) financial projections of Newpark and its Subsidiaries on a consolidated basis prepared by management of Newpark, including consolidated balance sheets and statements of income or operations and cash flows of Newpark and its Subsidiaries on an annual basis for each of Newpark’s fiscal years 2016 through 2019, in form and substance reasonably satisfactory to the Administrative Agent, along with unaudited, consolidated interim financial statements for Newpark as of a date not more than 30 days prior to the Closing Date; (xi) certificates attesting to the Solvency of each Borrower before and after giving effect to the entering into of this Agreement and any repayment or incurrence of Indebtedness on the Closing Date and the payment of fees and expenses in connection therewith, from the chief financial officer of Newpark; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as lender loss payee, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; and (xiii) such other assurances, certificates, documents, consents, approvals or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lenders or any Lender reasonably may require and are identified at least three Business Days prior to the date that all other conditions set forth in this Section 4.01, except the appraisal referred to in clause (e) below, shall have been satisfied. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Newpark shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Newpark and the Administrative Agent). (d) All Loans outstanding under the Prior Credit Agreement, if any, shall have been repaid, and all accrued but unpaid interest, commitment fees, and other amounts outstanding thereunder shall have been paid in full. (e) The Administrative Agent’s receipt of a satisfactory appraisal of the Borrowers’ Inventory; provided, however, that if all conditions to closing other than the foregoing condition have been satisfied, the delivery of such appraisal will instead be a post-closing covenant. (f) The Administrative Agent’s satisfactory completion of its due diligence, including such collateral reviews, field examinations, audits, appraisals, assessments and other reviews by the Administrative Agent or third parties, as the Administrative Agent deems appropriate and as are customary for similar transactions. (g) All consents, licenses, approvals, waivers, acknowledgements and other agreements required in connection with the execution, delivery and performance by such Borrower, and the validity against such Borrower, of the Loan Documents to which it is a party shall be in full force and effect. (h) The Administrative Agent shall have received from each Borrower all documentation (including background checks) and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date or the Initial Funding Date, as applicable, (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) Notes executed counterparts of this Agreement, in the number requested by the Administrative AgentBorrowers in favor of each Lender requesting Notes; (ii) a Note executed by pledge and security agreement, in form and substance satisfactory to the Company Administrative Agent (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.13, in favor of each Lender requesting a Note; (iii) case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing any Equity Interests pledged under the Pledged Stock referred to therein Security Agreement accompanied by undated stock powers (or other transfers, stock transfer forms or the equivalent thereof) executed in blank and instruments evidencing any Indebtedness pledged debt instruments under the Security Agreement indorsed in blank,; (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,; (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Liens,such other financing statements; (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement (including the payment of any recording or filing fees) that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,; (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case case, as referred to in the Security Agreement and duly executed by the appropriate parties,; and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of surveys, title insurance and duly executed payoff letters, UCC-3 termination statements and statements, landlords’ and bailees’ waiver and consent agreements); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, U.S. counsel to the Loan Parties, and (B) Milbank, Tweed, Xxxxxx & XxXxxx LLP, German counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party other than merger control filings and other governmental approvals required in connection with the Acquisition, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required other than merger control filings and other governmental approvals required in connection with the Acquisition; (vii) a certificate signed by a Responsible Officer of each Borrower and dated as of the Initial Funding Date certifying that (A) the conditions specified in Sections 4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) except as set forth on Schedule 5.06, no action, suit, investigation or proceeding is pending or, to the knowledge of either Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (viii) pro forma financial statements and budget of each Borrower and its respective Subsidiaries on a consolidated basis, including forecasts prepared by management of such Borrower, of consolidated balance sheets and statements of income or operations and cash flows of such Borrower and its Subsidiaries on a monthly basis for the first year following the Closing Date and on an annual basis for each year thereafter, in each case, after giving effect to the transactions contemplated hereby and the Related Documents, each in form and substance reasonably satisfactory to the Lenders; (ix) certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated hereby, from its chief financial officer; (x) certified copies of each of the Related Documents, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; (xii) all asset appraisals, field audits, and such other reports, audits or certifications as the Administrative Agent may reasonably may require, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid, (ii) all fees, if any, required to be paid to the Administrative Agent and the Arranger on or before the Funding Release Date shall have been paid into the Company Cash Escrow Account to be released and paid to the Administrative Agent and the Arranger, as applicable, on the Funding Release Date, (iii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid and (iv) all fees, if any, required to be paid to the Lenders on or before the Funding Release Date shall have been paid into the Company Cash Escrow Account to be released and paid to the Lenders on the Funding Release Date. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings, including through the Funding Release Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). (d) The Administrative Agent and the Lenders shall have completed a due diligence investigation of the Borrowers and their respective Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders and shall have been given such access to the management, records, books of account, contracts and properties of the Borrowers and their respective Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing persons and businesses as they shall have requested, including information as to possible contingent liabilities, tax matters, collective bargaining agreements and other arrangements with employees, the annual (or other audited) financial statements of the Borrowers and their respective Subsidiaries for the fiscal years ended 2008, 2009 and 2010, interim financial statements of the Borrowers and their respective Subsidiaries dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the Closing Date); all of the information made available to the Administrative Agent and the Lenders prior to February 28, 2011 is complete and correct in all material respects and no changes or developments have occurred and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrowers and their respective Subsidiaries or the transactions contemplated hereby since February 28, 2011 that (1) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (2) purports to adversely affect the Loan Documents or any aspect of the transactions contemplated thereby, and nothing shall have come to the attention of the Administrative Agent or the Lenders during the course of such due diligence investigation to lead them to believe (x) that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect or (y) that the transactions contemplated hereby and by the Related Documents will have a Material Adverse Effect. (e) The final terms and conditions of each aspect of the transactions contemplated hereby and by the Related Documents, including all tax aspects thereof, shall be as previously described to the Administrative Agent and the Lenders and otherwise consistent with the description thereof received in writing as part of the information delivered to the Administrative Agent in connection with the syndication of the Facilities. (f) The Administrative Agent and the Lenders shall be reasonably satisfied with the Related Documents (including all schedules and exhibits thereto) regarding the Target and its Subsidiaries; the Acquisition Agreement shall provide for an aggregate purchase price not in excess of the Alternative Currency Equivalent of $200,000,000; the Offer Documents shall provide for a purchase price of no more than €40 per share tendered and all other agreements, instruments and documents relating to the transactions contemplated hereby and by the Related Documents and shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived without the prior written consent of the Lenders. (g) The Preferred Equity Investment shall have been made on terms and conditions and pursuant to the Preferred Equity Documents and shall be reasonably satisfactory to the Lenders. (h) The proceeds of the Preferred Equity Investment in an amount equal to at least $70,000,000 shall be funded into the Equity Escrow Account and at least $20,000,000 in cash from the Company shall be funded into the Company Cash Escrow Account, in each case, concurrently with the funding of the initial Credit Extensions hereunder into the Senior Loan Escrow Account and such aggregate amounts together with any cash on hand of the Borrowers shall be sufficient to consummate the Acquisition and any portion of the Takeover Offer, pay all fees, commissions and expenses related to the transactions contemplated hereby and by the Related Documents and meet the ongoing financial needs of the Borrowers and their respective Subsidiaries (other than Excluded Subsidiaries) after giving effect to the transactions contemplated hereby and by the Related Documents. (i) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, evidence that (i) any and all existing Indebtedness (other than Indebtedness permitted under Section 7.03) of the Company and each of its Subsidiaries has been, or concurrently with the execution of this Agreement, will be terminated and (ii) any and all Liens (other than Liens permitted under Section 7.01) securing the obligations thereunder have been, or concurrently with the execution of this Agreement, will be terminated and otherwise released. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Initial Funding Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”) and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates the certificates, if any, representing the Pledged Stock Equity referred to therein that is represented by a certificate (within the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank and instruments the instruments, if any, evidencing any pledged debt instruments the Pledged Debt that is evidenced by an instrument (within the meaning of Section 9-102(47) of the UCC) indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementCollateral Documents, covering the Collateral described in the Security AgreementCollateral Documents, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created under the Security Agreement Collateral has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from its chief financial officer; (viii) a favorable opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Historical Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a pro forma calculation of the Consolidated Leverage Ratio as of the Closing Date; (xi) certified copies of each of the Related Documents, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended [ ], 2013, signed by a Responsible Officer of the Borrower and the Parent; and (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) The Administrative Agent and Lenders shall have received and be reasonably satisfied with the Historical Financial Statements. (d) The Administrative Agent shall have received evidence satisfactory to it that the Separation and Distribution Agreement, substantially in the form delivered to the Lenders prior to the Closing Date, shall have been executed and delivered by the parties thereto and the Spin-Off shall have been consummated on the terms and conditions set forth in such Separation and Distribution Agreement and in compliance with all applicable requirements of Law. (e) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent and such Lender require in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act (as hereafter defined). (f) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, in the number requested by Parent Guaranty and the Administrative AgentGuaranty; (ii) a Note Notes executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) the Security Agreement, duly executed by each Loan PartyBorrower and each Guarantor, together with: (A) certificates to the extent required thereby, certificates, if any, representing the Pledged Stock Equity referred to therein accompanied by undated stock powers executed in blank or registered in the name of such nominee or nominees as the Administrative Agent shall specify and instruments instruments, if any, evidencing any Indebtedness pledged debt instruments by the Loan Parties pursuant to the Security Agreement indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements, Personal Property Security Act financing statements or other filings in form appropriate for filing under the Uniform Commercial Code or the Personal Property Security Act, as applicable, of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, the Canadian Debentures and the Canadian Debenture Pledge Agreements covering the Collateral described in the Security Agreement, the Canadian Debentures and the Canadian Debenture Pledge Agreements, (C) with respect to each Luxembourg Share Pledge Agreement, a completed “perfection certificate” or other requests for information, dated on or before the date copy of the initial Credit Extension, describing the assets shareholders’ register of the relevant Luxembourg Loan Parties Party whose shares are pledged, evidencing the registration of the pledge, within 1 Business Day after the Closing Date; (D) with respect to each Luxembourg Account Pledge Agreement, a copy of the notice of pledge sent to the relevant account bank in Luxembourg within 5 Business Days after the Closing Date and any the acknowledgement and waiver of pre-existing Liensrights over the accounts, duly executed by such account bank; (E) copies of UCC, Personal Property Security Act, federal and state tax and bankruptcy lien searches dated as of a recent date with respect to the Borrower and each other Loan Party as of the Closing Date, (DF) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby,, and (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (FG) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlordsPersonal Property Security Act discharge verification statements); (iv) a Canadian Debenture and Canadian Debenture Pledge Agreement duly executed by each Canadian Loan Party; (v) a Luxembourg Security Agreement duly executed by each Luxembourg Loan Party; (vi) [reserved]; (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (ix) with respect to any Luxembourg Loan Party, (i) a certified, true, complete and up-to-date copy of an extract from the Luxembourg Companies Register pertaining to each such entity dated not earlier than one Business Day before the date of this Agreement or, if not available, a copy of the certificate of good standing (certificat de coutume) pertaining to each such entity and dated not earlier than one Business Day before the date of this Agreement, (ii) a copy of the up-to-date articles of incorporation or articles of association, as applicable, including all amendments thereto, of each such entity, (iii) a copy of a certificate of non-registration of judgments (certificat de non inscription d’une décision judiciaire), issued by the Luxembourg Companies Register with regard to each such entity dated not earlier than one Business Day before the date of this Agreement; and (vi) a certificate of an authorized signatory of each such entity dated not earlier than one Business Day before the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of each such entity as in effect on the date of that certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers of each such entity, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which such Luxembourg Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such entity, and (D) certifying that the item (xvi) has been complied with; (x) a favorable opinion of Xxxxxx & Xxxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (xi) a favorable opinion of (i) local counsel to the Loan Parties in Canada addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (ii) Blake, Xxxxxxx & Xxxxxxx LLP as to the matters concerning the title of the real property intended to be subject to the fixed charges contemplated by the Canadian Debentures as the Required Lenders may reasonably request; (xii) an opinion of NautaDutilh Avocats Luxembourg, as Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning (i) the capacity of the Luxembourg Loan Parties with respect to the Loan Documents they are entering into, (ii) enforceability of the Loan Documents governed by Luxembourg Law that they are entering into, (iii) lien creation and perfection and (iv) other customary matters as the Administrative Agent may reasonably request; (xiii) [reserved]; (xiv) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party or Loan Parties of the Transaction and the execution, delivery and performance by such Loan Party or Loan Parties and the validity against such Loan Party or Loan Parties of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (xv) a certificate signed by a Responsible Officer of the US Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xvi) a certificate of a Financial Officer of the US Borrower attesting to the Solvency of the US Borrower and the Restricted Subsidiaries, on a consolidated basis, before and after giving effect to the execution and delivery of the Loan Documents, any Credit Extension to be made on the Closing Date and the consummation of the Transaction, from the chief financial officer of the US Borrower or of the General Partner acting on its behalf; (xvii) the Audited Financial Statements and the Unaudited Quarterly Financial Statements; (xviii) an amendment to the Parent Credit Agreement and releases of the Loan Parties from all loan documents relating thereto and Liens granted by any Loan Party in connection therewith, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received all existing Phase I environmental assessments and other audits, assessments, or reports relating to environmental conditions or compliance with Environmental Laws which have been previously conducted or other reports, in each case to the extent in the possession of the Borrowers, as the Administrative Agent may reasonably require and the Administrative Agent shall be satisfied in its reasonable discretion with the condition of the properties of the Borrowers and their Subsidiaries with respect to the Borrowers’ and baileestheir Subsidiaries’ waiver (or their respective predecessors’) compliance with Environmental Laws; and (xx) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and consent agreementsis in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xxi) evidence that the Canadian Borrower has complied with Section 11.15(d); and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (b) Each Lender shall have received all information requested by it pursuant to Section 11.19, to the extent requested at least five (5) Business Days prior to the Closing Date; (i) All fees required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid; (d) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) consistent with Section 11.04(a) to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); (e) The Loan Parties shall have provided true, correct, and complete copies of all Material Contracts to the Administrative Agent and the Lenders to the extent not previously provided (and the Administrative Agent and the Lenders agree that any Material Contracts filed with the SEC in connection with the Transaction shall be deemed delivered); (f) The Transactions shall have been completed in all material respects in accordance with the terms of the Transfer Documents and applicable Law. Without limiting the generality of the provisions of Section 10.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrowers; (ii) a Note executed by the Company Borrowers in favor of each Lender requesting a Note; (iii) the Security Agreementa reaffirmation agreement, duly executed by each domestic Loan PartyParty and Holdings (the “Reaffirmation Agreement”), together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file proper UCC financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security and Pledge Agreement, covering the Collateral described in the Security and Pledge Agreement, (B) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized, incorporated or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (C) a completed “perfection certificate” or other requests for informationto the extent applicable in the relevant jurisdiction, dated on or before the date certified copy of the initial Credit Extension(i) register of mortgages and charges or equivalent document of each non-U.S. Loan Party and (ii) register of members of each non-U.S. Loan Party, describing each referencing the assets of security created by each Loan Party in the Loan Parties and any existing Liens,Documents; (D) evidence the supplemental Singapore Collateral Documents dated as of the completion of Restatement Date; and (E) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security and Pledge Agreement, Dutch Collateral Documents and Singapore Collateral Documents have been, or substantially concurrently therewith will be, taken; (iv) such written resolutions, minutes of meetings, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (i) approving the entry into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (ii) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) to the extent applicable in the relevant jurisdiction, such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (vi) a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a favorable opinion of NautaDutilh, local counsel in the Netherlands, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of Xxxxxxxx Chance Pte. Ltd., local counsel in Singapore to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties incorporated in Singapore and the Loan Documents governed by Singapore law as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of the Borrower Representative either (A) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower Representative certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xi) certificates attesting to the Solvency of the Loan Parties and their Subsidiaries taken as a whole after giving effect to the Transaction, from a Responsible Officer of the Borrower Representative, substantially in the form of Exhibit H; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or lenders loss payee, as the case may be, under all insurance policies (including receipt flood insurance policies) maintained with respect to the assets and properties of duly executed payoff lettersthe Loan Parties that constitutes Collateral; (xiii) evidence that the obligations under the Existing Credit Agreement have been, UCC-3 termination statements or concurrently with the Restatement Date are being, repaid in full (other than obligations continuing hereunder); and (xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require. (i) All fees required to be paid to the Administrative Agent and landlords’ the Arrangers on or before the Restatement Date shall have been paid and bailees’ waiver (ii) all fees required to be paid to the Lenders on or before the Restatement Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and consent agreementsdisbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (d) There shall not have occurred since December 31, 2016 any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such Lender in order to execute and perform the transactions contemplated by the Loan Documents. (f) The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 5.05, each in form and substance satisfactory to each of them. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and each other Loan Document; (ii) as to each Borrower, a Note executed by such Borrower in favor of each Lender requesting Notes; (iii) searches of filings made under the UCC, the PPSA, the Bank Act (Canada) or other applicable Law, in each case in the number requested jurisdiction of formation of each Loan Party and each other jurisdiction reasonably deemed appropriate by the Administrative Agent; (iiiv) a Note executed by such UCC and PPSA financing statements or similar documents required under any other applicable Law in the Company in favor name of each Lender requesting a NoteLoan Party for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iiiv) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security AgreementAgreements, together with duly executed by each Loan Partyin blank, together with: (A) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed attached thereto (unless, with respect to the pledged Equity Interests of any Non-U.S. Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in blank and instruments evidencing any pledged debt instruments indorsed in blank,its reasonable discretion under the law of the jurisdiction of organization of such Person); (Bvi) authorization searches of ownership of, and Liens on, United States and Canadian intellectual property registrations and applications of each Loan Party in the appropriate governmental offices; (vii) duly executed notices of grant of security interest in the form required by the Security Agreements as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States and Canadian intellectual property registrations and applications of the Loan Parties to file financing statements in form appropriate for filing under the Uniform Commercial Code Parties; (viii) such certificates of all jurisdictions that resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may deem necessary reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ix) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or desirable formed, and that each of the Borrowers and the Restricted Subsidiaries is validly existing and in order good standing in its jurisdiction of organization or formation; (x) a favorable opinion of each of (A) Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, U.S. counsel to perfect the Liens created under Loan Parties, (B) Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Security Agreement, covering the Collateral described in the Security Agreement, Loan Parties and (C) local counsel to the Loan Parties in each other jurisdiction for which the Administrative Agent has requested a completed “perfection certificate” legal opinion, in each case addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (xi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.01(b), 4.01(c), 4.02(a) and 4.02(b) have been satisfied and (B) that there has been no event or other requests for information, dated on or before circumstance since the date of the initial Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xii) a certificate signed by the chief financial officer of the Company certifying that the Company and its Subsidiaries are Solvent on a consolidated basis after giving effect to the Credit ExtensionExtensions to be made hereunder on the Closing Date; (xiii) a perfection certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by a Responsible Officer of the Company; (xiv) evidence reasonably satisfactory to the Administrative Agent that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xv) copies of (A) the audited consolidated balance sheets of the Company and its Subsidiaries for the fiscal years ended December 31, describing 2015, 2016 and 2017, and the assets related consolidated statements of operations, comprehensive income, changes in equity and cash flows for such fiscal years of the Company and its Subsidiaries, including the notes thereto, (B) unaudited consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ending on or after March 31, 2018 and at least sixty (60) days prior to the Closing Date, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (the “Interim Financial Statements”) and annual projections for the Company and its Subsidiaries for the five (5) full fiscal years ending after the Closing Date. (b) Substantially concurrently herewith, all obligations under the Existing Credit Agreement shall have been repaid in full (other than contingent indemnification obligations for which no claim or demand has yet been made), all commitments thereunder shall have been terminated and all Liens securing the same shall have been released (or arrangements satisfactory to the Administrative Agent for such release shall have been made). (c) There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Company or any other Loan Party, threatened in writing in any court or before any arbitrator or governmental authority that would reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent and the Lenders shall have completed due diligence of the Loan Parties and any existing Liens,their respective Subsidiaries in scope, and with results, reasonably satisfactory to the Administrative Agent and the Lenders, including OFAC, FCPA and Corruption of Foreign Public Officials Act (Canada). (De) evidence of The Administrative Agent and the completion of Lenders shall have received all documentation and other actions, recordings and filings of or information with respect to each Loan Party requested in writing at least five (5) Business Days prior to the Security Agreement that Closing Date by the Administrative Agent may deem necessary or desirable in order to perfect that any Lender determines is required by regulatory authorities under applicable Law, including without limitation the Liens created thereby,PATRIOT Act, the Canadian AML Acts and applicable U.S. and Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your customer” matters. (Ef) At least three (3) Business Days prior to the Deposit Account Control Agreements and Closing Date, any Borrower that qualifies as a “legal entity customer” under the Securities Account Control Agreement, Beneficial Ownership Regulation shall have delivered to each Lender that so requests a Beneficial Ownership Certification in each case as referred relation to in the Security Agreement and duly executed such Borrower. (g) Unless waived by the appropriate parties, Administrative Agent, the Company shall have paid (Fi) evidence that all fees and expenses required to be paid on the Closing Date pursuant to the Fee Letter or other action that writing between or among the Company and any lender(s) and (ii) all fees, charges and disbursements of counsel to the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable to be incurred by it through the closing proceedings and as shall be identified in order the invoice provided at least three (3) Business Days prior to perfect the Liens created under Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Security Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement has been taken (including receipt of duly executed payoff lettersshall be deemed to have consented to, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent either prior to or substantially contemporaneously with such initial Credit Extension: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, in the each case sufficient in number requested by for distribution to the Administrative Agent, each Lender, and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”) and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and supplement delivered pursuant to Section 6.12, in each case as amended, the “Pledge Agreement”), in each case duly executed by each Loan Party, together with: (A) certificates the certificates, if any, representing the Pledged Stock Equity referred to therein that is represented by a certificate (within the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt Instruments indorsed in blank, (B) authorization by the Loan Parties to file financing statements proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementCollateral Documents, covering the Collateral described in the Security AgreementCollateral Documents, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing the assets financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement Collateral Documents that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties,, and (F) evidence that all other action actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in order to perfect create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Liens created under the Security Agreement Collateral has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Agreement, from its chief financial officer substantially in the form of Exhibit K; (viii) a favorable opinion of Xxxxxxx Xxxxxx, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) a pro forma calculation of the Consolidated Leverage Ratio as of the Closing Date; (xi) a duly completed Compliance Certificate prepared on a pro forma basis as of the last day of the fiscal quarter of the Borrower ended June 30, 2019, signed by a Responsible Officer of the Borrower and the Parent; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (i) Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least seven days prior to the Closing Date and (ii) at least three days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (d) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent and such Lender require in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act (as hereafter defined). (e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (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 properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty of the Holdings’ Subsidiaries, sufficient in the number requested by for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement, in substantially the form of Exhibit G (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.12, in each case as amended,the “Security Agreement”), duly executed by each Loan Party, together with:with (to the extent required by the Security Agreement): (A) certificates representing the Pledged Stock Securities referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Intercompany Notes indorsed in blank, (B) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementState of Delaware, covering the Collateral described in the Security Agreement, (C) a completed “perfection certificate” or other Perfection Certificate and requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Liens,such other financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); (iv) an intellectual property security agreement, in substantially the form of Exhibit 6. 7 and 8 to the Security Agreement, as applicable (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and/or the Secretary of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of Holdings and its Subsidiaries is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (vii) a favorable opinion of Shearman & Sterling LLP, counsel to the Loan Parties, and a favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, collectively, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) (subject to the proviso therein) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the ISS Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, an ISS Material Adverse Effect; (ix) certificates attesting to the Solvency of Holdings and its Subsidiaries as a whole before and after giving effect to the Transaction, from its chief financial officer; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (xi) promptly following the initial Credit Extension on the Closing Date, certified copies of a certificate of merger or other confirmation satisfactory to the Administrative Agent of the consummation of the Merger from the Secretary of State of the State of Delaware; (xii) evidence that the Indebtedness to be repaid as shown on the pro forma balance sheet of Holdings delivered pursuant to Section 4.01(h) has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under such Indebtedness have been or concurrently with the Closing Date are being, released. Notwithstanding anything to the contrary herein, with respect to any Collateral, the security interest in which may not be perfected by the filing of a UCC financing statement, if the perfection of the security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense, then the delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Borrowing on the Closing Date. To the extent that any such security interest is not so perfected on or prior to the Closing Date, then Holdings and the Borrower agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, on or prior to the date that is 30 days after the Closing Date, or such longer period as may be acceptable to the Arrangers in their sole discretion. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.

Conditions of Initial Credit Extension. The effectiveness of this Agreement and obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Closing Date (if any) is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or telecopies other electronic image scan transmission (e.g., “pdf” or “tif”) (followed promptly by originalsoriginals except in the case of clause (vi) of this subsection) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, in the number requested by the Administrative Agent; (ii) a Note executed by the Company in favor of each Lender or its registered assigns requesting a NoteNote at least three (3) Business Days prior to the Closing Date; (iii) the Security AgreementAgreement and each other Loan Document required to be executed and delivered on the Closing Date, in each case, duly executed by each Loan Party, together with:party thereto; (Aiv) certificates representing the Pledged Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank, (B) authorization by the Loan Parties to file copies of proper financing statements in form appropriate (or equivalent documentation), filed or duly prepared for filing under the Uniform Commercial Code of and the PPSA, as applicable, in all jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,Agreement which may be perfected by the filing of a financing statement (or equivalent documentation) under the Uniform Commercial Code and the PPSA, as applicable; (v) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit I-A (with respect to all Loan Parties other than BJ Services Holdings Canada, ULC) or Exhibit I-B (with respect to BJ Services Holdings Canada, ULC) with appropriate insertions, executed by the Secretary or Assistant Secretary (or if none is serving on the Closing Date, another Responsible Officer) of such Loan Party, and including or attaching the documents referred to in clause (vi) of this Section 4.01; (vi) a copy of (A) each Organization Document of each Loan Party certified, to the extent applicable, as of a reasonably recent date by the applicable Governmental Authority, (B) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (C) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a completed “perfection certificate” party and (D) a good standing certificate or other requests for informationthe equivalent (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, dated on organization or before formation; (vii) a legal opinion of (A) Xxxxxx & Xxxxxxx LLP, special U.S. counsel to the date Loan Parties and (B) Xxxxxxx Xxxxx LLP, special Canadian counsel to the Loan Parties, addressed to each Agent and each Lender, covering such customary matters as the Administrative Agent may reasonably require; (viii) a solvency certificate from the Chief Financial Officer (or, if none as of the Closing Date, principal financial officer) of the Company, substantially in the form of Exhibit G; (ix) a certificate from a Responsible Officer of the Company, substantially in the form of Exhibit F, certifying to the Administrative Agent that the condition set forth in Section 4.01(b) has been satisfied. (x) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension, describing if any; (xi) subject to Section 6.12(c), certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements for insurance coverage set forth in the Loan Documents; (xii) a Gross Asset Certificate, duly executed by the Company; (xiii) the Perfection Certificate, duly executed by the Loan Parties; and (xiv) to the extent completed prior to the Closing Date, copies of the initial field examination and Inventory Appraisal. (A) All representations and warranties of the Borrower and the other Loan Parties contained herein and in the other Loan Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Effect) as of such earlier date and (B) no Default or Event of Default shall exist or have occurred and be continuing on and as of the Closing Date. (c) The Administrative Agent shall have received results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties Parties, except for Liens permitted under Section 7.01 and any existing Liens,Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Administrative Agent are being tendered concurrently with the Closing Date or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made. (Dd) evidence The Administrative Agent shall have received the Audited Financial Statements. (e) The Administrative Agent shall have received summary form forecasts prepared by management of the completion Company of all other actionsbalance sheets, recordings income statements and filings cash flow statements on a monthly basis for the remainder of or with respect the fiscal year 2017 and on an annual basis through 2021. (f) The Administrative Agent shall have received at least two (2) Business Days prior to the Security Agreement Closing Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent (or any applicable Lender that has made a request for the same through the Administrative Agent) that the Administrative Agent may deem necessary (or desirable in order to perfect such Lender, as applicable) has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Liens created thereby,PATRIOT Act. (Eg) All (i) fees required to be paid on the Closing Date (including, without limitation, the fees set forth in the Borrower Fee Letter, as applicable) and (ii) reasonable and documented out-of-pocket costs and expenses required to be paid on the Closing Date, in the case of this clause (ii), to the extent invoiced in reasonable detail (including summary statements) at least two (2) Business Days prior to the Closing Date shall have been paid in full in immediately available funds and, at the election of the Borrowers, such payment may come from (or be offset against) the Deposit Account Control Agreements and proceeds of the Securities Account Control Agreementinitial fundings under the Facility on the Closing Date. Without limiting the generality of the provisions of Section 10.03, for purposes of determining compliance with the conditions specified in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) evidence that all other action that this Section 4.01, the Administrative Agent may deem necessary and each Lender that has signed this Agreement shall be deemed to have consented to, approved or desirable in order accepted or to perfect be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Liens created under Administrative Agent and/or a Lender unless the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements)Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction satisfaction, or waiver in accordance with Section 10.01, of the following conditions precedent: (a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and ), each in form and substance satisfactory to the Administrative Agent and each of the LendersLenders and in such number of copies as may be requested by the Administrative Agent: (i) duly executed counterparts of this AgreementAgreement and the Guaranties, sufficient in number for distribution to each Agent, each Lender and the number requested by the Administrative AgentBorrower; (ii) a Note or Notes duly executed by the Company Borrower in favor of each Lender requesting a Notethe same; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Stock Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments indorsed the Pledged Debt endorsed in blank, (B) authorization by acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Loan Parties to file financing statements in form appropriate for filing day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security AgreementAgreement or financing statements in proper form for filing shall have been authorized by each Loan Party and arrangements with respect to filing of such financing statements shall have been made in a manner reasonably satisfactory to the Administrative Agent, (C) a completed “perfection certificate” or other requests for information, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of the Loan Parties and any existing Liens,such other financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens liens and security interests created thereby,thereby (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements) and that all filing and recording taxes and fees (if any) have been paid; (Eiv) the Deposit Account Control Agreements and the Securities Account Control Intellectual Property Security Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, (F) each Loan Party, together with evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens first priority liens and security interests created under the Intellectual Property Security Agreement has been authorized; (v) such duly executed certificates of resolutions or consents, and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) such documents and duly executed certifications as the Administrative Agent or the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of incorporation or formation and each other jurisdiction in which it conducts business, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vii) favorable opinions of (A) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to each Agent and each Lender, in substantially the form of Exhibit I-1 and covering such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (B) to the extent not covered in the opinion referred to in clause (A) above, local counsel to the Loan Parties in states in which the Loan Parties are incorporated or organized, in form and substance satisfactory to the Administrative Agent; (viii) a certificate of the chief executive officer, chief financial officer or a senior vice president of each Loan Party either (A) attaching copies of all governmental consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such governmental consents, licenses and approvals shall be in full force and effect, or (B) stating that no such governmental consents, licenses or approvals are so required; (ix) a certificate signed by the chief executive officer, chief financial officer or a senior vice president of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that since September 30, 2006, no Company Material Adverse Effect has occurred; (x) a certificate attesting to the Solvency of Holdings and its Subsidiaries taken as a whole, before and after giving effect to the Transaction, from the chief executive officer, chief financial officer or a senior vice president of Holdings, substantially in the form of Exhibit H hereto; (xi) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Company for (1) the most recent fiscal quarter ended at least 45 days before the Closing Date and (2) each fiscal month after the most recent fiscal quarter for which financial statements were received by the Administrative Agent as described in clause (1) above and ended at least 45 days before the Closing Date, in each case to be reasonably satisfactory to the Administrative Agent; (xii) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the most recent full twelve-month period ending at least 45 days prior to the Closing Date, giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which shall, in all material respects, be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended and as further adjusted by the Specified Pro Forma Adjustments; (xiii) forecasts prepared by management of the Company, in form and substance reasonably satisfactory to the Arranger, of balance sheets, income statements and cash flow statements for the Company and its Subsidiaries on a quarterly basis for the first eight quarters commencing with first quarter ending of 2007 and on an annual basis commencing with the first fiscal year following the day of the initial Credit Extension until the Maturity Date for the Term Facility; it being understood and agreed that (A) any financial or business projections furnished by the Company are subject to significant uncertainties and contingencies, which may be beyond the control of the Company, (B) no assurance is given by the Company that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material; (xiv) a certificate signed by the chief executive officer, chief financial officer or a senior vice president of the Borrower certifying that the pro forma financial statements delivered pursuant to clause (xii) above and the forecasts delivered pursuant to clause (xiii) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such pro forma financial statements and forecasts, and, with respect to the forecasts, represented, at the time of delivery, the Borrower’s best estimate of its future financial performance; it being understood and agreed that (A) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (B) no assurance is given by the Borrower that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material; (xv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and names the Collateral Agent as additional insured and loss payee, including an insurance broker’s letter to such effect reasonably satisfactory to the Administrative Agent; (xvi) certified copies of the Related Documents, duly executed by the parties thereto and in form and substance reasonably satisfactory to the Lenders, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xvii) evidence that the Equity Contribution, on terms and conditions reasonably acceptable in all material respects to the Administrative Agent, was made to Holdings and, in turn, to the Borrower; (xviii) evidence that all Existing Indebtedness, other than Surviving Indebtedness, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished from cash on hand of the Borrower and all commitments relating thereto terminated and that all Surviving Indebtedness shall be on terms and conditions reasonably satisfactory to the Administrative Agent; (xix) confirmation reasonably satisfactory to the Administrative Agent that the Merger has been consummated or will be consummated on the Closing Date; and (xx) an Assumption Agreement, duly executed by the Company. (b) To the extent invoiced to the Borrower or the Sponsor, the Borrower shall have paid all accrued fees and expenses of the Agents, the Arranger and the initial Lenders (including receipt the fees, disbursements and other charges of duly executed payoff lettersShearman & Sterling LLP) on or before the Closing Date. (c) The Closing Date shall have occurred on or before February 24, UCC-3 termination statements 2007. (d) All governmental authorizations and landlords’ all third party consents and bailees’ waiver approvals necessary in connection with the Transaction and consent agreementsthe other transactions contemplated thereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect; all applicable waiting periods in connection with the Transaction (other than a period not to exceed 20 Business Days during which the Debt Tender Offer must remain open) shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the other transactions contemplated thereby or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) The Merger and the other Transactions (other than any Debt Tender Offer or the COC Put Offer) shall have been consummated (i) in accordance with the terms and conditions described in the Merger Agreement and the Related Documents without any waiver, amendment or supplement of any term, provision or condition that is materially adverse to the interests of the Lenders unless approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), and (ii) in material compliance with all applicable requirements of Law. (f) The Merger Agreement shall be in full force and effect. (g) The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the each L/C Issuer and each Lender to make its initial Credit Extension Extensions hereunder on the Closing Date is subject to satisfaction (or waiver in accordance with Section 11.01) of the following conditions precedent, except to the extent such conditions are subject to the Post-Closing Agreement: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in the number requested by for distribution to the Administrative AgentAgent and each Arranger; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a NoteNote at least two (2) Business Days prior to the Closing Date; (iii) executed counterparts (sufficient in number for distribution to the Security Agreement, duly executed by Administrative Agent and each Loan PartyArranger) of each of the Guaranties referred to in clause (a) through (c) of the definition thereof and each of the Securities Pledge Agreements referred to in clauses (a) through (c) of the definition thereof, together with: (A) , to the extent applicable, certificates representing the Pledged Stock Securities Collateral referred to therein in the Securities Pledge Agreement accompanied by undated stock transfer powers executed in blank and instruments evidencing any pledged debt instruments indorsed in blank,; (Biv) authorization by the Loan Parties to file proper financing statements in form appropriate for filing under the Uniform Commercial Code of in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security AgreementSecurities Pledge Agreements, covering the Collateral described in the Security AgreementSecurities Pledge Agreements; (v) a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Administrative Borrower, together with all attachments contemplated thereby, and (to the extent reasonably requested by the Administrative Agent) the results of a search of the Uniform Commercial Code (or equivalent), Tax, judgment and Lien filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the Closing Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made); (vi) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (B) that attached thereto is a true and complete copy of a certificate as to the good standing of such Loan Party (to the extent that such concept exists in such jurisdiction) as of a recent date from such Secretary of State (or other similar official or Governmental Authority), (C) that attached thereto is a completed “perfection certificate” true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other requests for information, dated equivalent constituent and governing documents) of such Loan Party as in effect on or before the Closing Date and at all times since a date prior to the date of the initial Credit Extension, describing resolutions described in the assets of the Loan Parties and any existing Liensfollowing clause (D), (D) evidence that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member), authorizing the execution, delivery and performance of the completion Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, and (E) as to the incumbency and specimen signature of each officer or authorized signatory executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (vii) a written opinion of Wachtell, Lipton, Rxxxx & Kxxx, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (viii) a written opinion of Loyens & Loeff, local counsel to the Loan Parties in Netherlands, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the Loan Documents and the transactions contemplated thereby as the Administrative Agent and the Lenders shall reasonably request; (ix) a written opinion of A&L Goodbody, local counsel to the Loan Parties in Ireland, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to capacity, authority and due execution of the Loan Documents and the transactions contemplated thereby by APH and/or APIT, to which it is a party; (x) a written opinion of Axxxxx Xxx, local counsel to the Administrative Agent in Ireland, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to enforceability of the Loan Documents to which APH and/or APIT is a party; (xi) a written opinion of Potter Axxxxxxx Cxxxxxx LLP, local counsel to the Loan Parties in Delaware, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such matters relating to the financing statements referred to in Section 4.01(a)(v) that are to be filed in the office of the Secretary of State of the State of Delaware naming the Administrative Borrower and New Synageva, as debtors; (xii) a certificate signed by a Responsible Officer of the Administrative Borrower (A) certifying and attaching, as true and complete, copies of the Merger Agreement and schedules and exhibits thereto, duly executed by the parties thereto and (B) certifying that (x) as of the Minimum Condition Date, the Merger Agreement Representations are true and correct and (y) the Specified Representations are true and correct in all material respects as of the Closing Date (after giving effect to the Transactions) as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (xiii) a solvency certificate from the chief financial officer of the Administrative Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit J; (xiv) Committed Loan Notice together with a duly completed flow of funds memorandum. Notwithstanding anything to the contrary in this Agreement or in any other actionsLoan Document, recordings it is understood and filings agreed that to the extent any Collateral (other than Collateral with respect to which a Lien may be perfected (x) by the filing of a Uniform Commercial Code financing statement or (y) by the delivery and taking possession of stock certificates of Target and the respective Subsidiaries of the Administrative Borrower and Target (with respect to Target and its Subsidiaries, so long as the Administrative Borrower has used commercially reasonable efforts to obtain such certificates, solely to the extent such stock certificates are received from Target on or prior to the Closing Date)) is not or cannot be provided or the security interest of the Administrative Agent therein is not or cannot be perfected on the Closing Date after the Administrative Borrower’s use of commercially reasonable efforts to do so and without undue burden or expense, then the provision or and/or perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, shall be required pursuant to the Post-Closing Agreement to be delivered and perfected within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its sole discretion). (b) The Closing Date Acquisition shall be consummated substantially concurrently with the initial funding of the Facilities in accordance with the Merger Agreement and the Merger Agreement shall not have been amended or modified by the Administrative Borrower, and no condition shall have been waived or consent granted by the Administrative Borrower, in any respect that is materially adverse to the Lenders (in their capacities as such) without the Arrangers’ written consent. (c) Substantially concurrently with the initial funding of the Facilities, all indebtedness outstanding under the Existing Credit Agreement will be repaid and the commitments thereunder terminated and all Liens securing such Indebtedness shall be terminated and released. (d) Except as disclosed (i) in the publicly available Company SEC Documents (as defined in the Merger Agreement) filed with or furnished to the SEC (including the exhibits and schedules thereto) since December 31, 2013 and prior to the date of the Merger Agreement (excluding any disclosure set forth in any such Company SEC Document that is in any risk factor section, or in any other section to the extent they are forward-looking statements or are similarly non-specific, predictive, cautionary or forward-looking in nature), where the relevance of the information to a particular representation is reasonably apparent on the face of such disclosure or (ii) in the Company Disclosure Schedule (as defined in the Merger Agreement), as of the Minimum Condition Date, since December 31, 2014, there has not been any fact, change, circumstance, event, occurrence or development that has had or would reasonably be expected to have, individually or in the aggregate, a Synageva Material Adverse Effect (as defined in the Merger Agreement as of the date of the Merger Agreement). (e) The Administrative Agent shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required with respect to the Security Agreement that Loan Parties by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act to the extent requested in writing at least ten (10) Business Days prior to the Closing Date. (f) Substantially concurrently with the initial funding under the Facilities, (i) all fees required to be paid to the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, (E) the Deposit Account Control Agreements and the Securities Account Control AgreementArrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid, in each case as referred case, to in the Security Agreement and duly executed extent invoiced at least two (2) Business Days prior to the Closing Date. (g) Substantially concurrently with the initial funding under the Facilities, unless waived by the appropriate parties, (F) evidence that Administrative Agent, the Borrowers shall have paid all other action that reasonable and documented fees, charges and disbursements of outside counsel to the Administrative Agent may deem necessary (directly to such counsel if requested by the Administrative Agent) to the extent invoiced two (2) Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or desirable to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in order this Section 4.01, each Lender that has signed this Agreement shall be deemed to perfect have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Liens created under Administrative Agent shall have received notice from such Lender prior to the Security Agreement has been taken (including proposed Closing Date specifying its objection thereto in reasonable detail. The Administrative Agent shall promptly notify the Lenders and the Borrowers in writing of the occurrence of the Closing Date and each of the Lenders hereby agrees that the receipt of duly executed payoff letters, UCC-3 termination statements such notification shall be conclusive and landlords’ and bailees’ waiver and consent agreements)binding.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Receipt by the Administrative Agent’s receipt Agents of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agents and each of the Lenderstheir legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to each Agent, each Lender and the number requested by the Administrative AgentBorrower; (ii) a Note executed by the Company Borrower in favor of each Lender requesting a Note; (iii) the executed Shared Security Agreement and Non-Shared Security Agreement, together with an acknowledgement by JPMCB that JPMCB, in its capacity as Collateral Agent hereunder, shall replace Bank One as “Collateral Agent” for purposes of the Non-Shared Security Agreement, duly executed by each Loan PartyNon-Shared Grantor, Bank One, in its capacity as the existing “Collateral Agent” under the Non-Shared Security Agreement, and JPMCB, in its capacity as the Collateral Agent hereunder and replacement “Collateral Agent” thereunder, together with: (A) certificates representing the Pledged Stock Equity referred to therein (and as defined) in the Non-Shared Security Agreement or the Shared Security Agreement, as the case may be, accompanied by undated stock powers executed in blank and instruments evidencing any pledged debt instruments the Pledged Debt referred to (and as defined) therein indorsed in blank, (B) authorization by to the Loan Parties extent not already duly filed pursuant to file the Existing DHI Credit Agreement, proper financing statements in form appropriate statements, duly prepared for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent Agents may deem necessary or desirable in order to perfect the Liens first (other than any Permitted Liens) priority liens and security interests created under the Non-Shared Security Agreement or the Shared Security Agreement, as applicable, covering the Collateral described in the Non-Shared Security Agreement or the Shared Security Agreement, as applicable, (C) a to the extent available, completed “perfection certificate” or other requests for informationlien searches, dated on or before the date of the initial Credit Extension, describing listing all effective financing statements filed in the assets jurisdictions referred to in clause (B) above that name any Non-Shared Grantor or Shared Grantor as debtor, together with copies of the Loan Parties and any existing Lienssuch other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created therebyinsurance required by Schedule 5.10, (E) amendments to the Deposit Security Control Agreements and Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Non-Shared Security Agreement and Agreement, duly executed by the appropriate parties,securities intermediaries and depositary banks, as applicable, referred to in the Non-Shared Security Agreement, as necessary, and (F) evidence that all other action that the Administrative Agent Agents may reasonably deem necessary or desirable in order to perfect the Liens first (other than any Permitted Liens) priority liens and security interests created under the Non-Shared Security Agreement and the Shared Security Agreement has been taken commenced (including receipt other than the filings referred to in clause (B) above); (iv) supplements (the “Mortgage Supplements”) to the Mortgages set forth on Schedule 4.01(a)(iv), in substantially the form of Exhibit G (with such changes as may be required to account for local law matters), duly executed payoff lettersby the appropriate Loan Party, UCC-3 termination statements together with: (A) delivery of the Mortgage Supplements in the appropriate form for filing or recording in order to continue a valid first and landlords’ subsisting Lien, subject only to (i) Permitted Encumbrances (as defined in the Mortgages) and bailees’ waiver (ii) Permitted Liens, in each case on the property described therein, in favor of the Collateral Agent or the Collateral Trustees, as the case may be, for the benefit of the appropriate Secured Parties and consent agreementsreasonable evidence that all filing and recording taxes, documentary stamp taxes, and similar taxes, charges, and fees required to be paid in connection with the filing or recording of such Mortgage Supplements shall be paid; (B) regarding all Real Property for which Mortgages were obtained in connection with the Existing DHI Credit Agreement, (i) evidence in the form of updated title searches, title reports or “abstractor” certificates, “title” certificates or so-called “nothing further” certificates, as applicable, reasonably sufficient to determine whether each Loan Party and each of its Subsidiaries required to execute and deliver a Mortgage Supplement pursuant to this Agreement has good title in fee simple to, or valid leasehold interests in, all Collateral covered by the Mortgages (other than the properties comprised of “pipelines” or “gathering systems”) and (ii) a modification/date-down endorsement to each existing Mortgage Policy extending the effective date of the policy to the date of recording for the applicable Mortgage Supplement and insuring that that the modification of the insured mortgage does not impair the validity, enforceability or priority of the insured mortgage, as modified; and (C) such other documents as may be reasonably necessary to record the Mortgage Supplements, to issue the modification/date-down endorsements, or to create, perfect or preserve the security interests granted by the Mortgages or the Mortgage Supplements. (v) an amendment to the Collateral Trust Agreement, duly executed by the appropriate parties in accordance with the Collateral Trust Agreement; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or assistant secretary of each Loan Party as the Administrative Agents may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and certifications as the Administrative Agents may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (viii) a favorable opinion of Xxxxxxxxx & Xxxxxxxxx, L.L.P., counsel to the Loan Parties, addressed to each Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agents; (ix) a favorable opinion of appropriate local counsel to the Loan Parties in the jurisdictions set forth on Schedule 4.01(a), addressed to each Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agents; (x) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 4.02(a), (b) and (c) have been satisfied; (xi) such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lenders shall have requested, including, without limitation, information as to obligations under Pension Plans, Multiemployer Plans (to the knowledge of any Loan Party), collective bargaining agreements and other arrangements with employees; (xii) a Request for Credit Extension relating to the initial Credit Extension; (xiii) a certificate signed by a Responsible Officer of the Borrower certifying that on the Closing Date the Indenture Lien Basket (based on the unaudited balance sheet of the Borrower for the fiscal quarter ended March 31, 2004) is at least $1,200,000,000; (xiv) such other collateral documents as the Administrative Agents may reasonably request. (i) All fees required to be paid on or before the Closing Date shall have been paid and (ii) to the extent that written invoices have been provided, all costs and expenses of the Agents shall have been paid. (c) The Lenders shall be reasonably satisfied with the environmental affairs of the Parent Guarantor and its Subsidiaries.