Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (as applicable), each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126

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 its counsel’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 Party, each dated the Closing 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement (or written evidence satisfactory to and the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and other duly authorized 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 a good standing certificate (to the extent such Lender requests such Note at least three Business Days prior concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, formation or organization, as the Administrative Agent may reasonably request; (v) a favorable opinion of each of (i) Xxxxxxx Xxxx & Xxxxxxxxx LLP, as New York and Delaware counsel to the Closing Date; Loan Parties, (ii) Xxxxxx Xxxxxxx PLLC, as Michigan counsel to the Loan Parties, and (iii) a certificate Xxxxxxxx XxXxxxxx, PLLC, as Mississippi counsel to the Loan Parties, in each case, dated the Closing Date and executed by addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent; (vi) a certificate of a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party either (A) attaching copies of all consents, licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126approvals are so required;

Conditions of Initial Credit Extension. The obligation of 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 its counsel’s) receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing 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 reasonably satisfactory to Administrative Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Credit Agreement; (ii) a Note executed by the Borrower Xxxxxxxx in favor of each Lender requesting a Note; provided each Lender receiving a Note hereunder shall immediately return to Borrower any prior Note executed pursuant to the extent such Lender requests such Note at least three Business Days prior to the Closing DateExisting Credit Agreement, in each case marked “Cancelled”; (iii) (A) the Security Agreement duly executed and delivered by Parent Guarantor, and (B) a Pledge Agreement duly executed and delivered by each Pledgor (if applicable), together with: (1) searches of UCC filings (or their equivalent) in each jurisdiction where a filing has been or would need to be made in order to perfect the Secured Parties’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist, or, if necessary, copies of proper financing statements, if any, filed on or before the date hereof necessary to terminate all security interests and other rights of any Person in any Collateral previously granted (other than the Liens granted by Parent Guarantor in favor of the administrative agent under the Existing Credit Agreement); and (2) duly authorized UCC financing statements, and any amendments thereto, each in form appropriate for filing in each jurisdiction as is necessary, in Administrative Agent’s sole discretion, to perfect the Secured Parties’ security interest in the Collateral; (iv) (A) the Subscription Agreement, duly executed and delivered by IRI; and (B) the Invesco Investor Guaranty; 4878-8406-1896 v.16 81 (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Loan Documents to which such Loan Party is a party; (vi) such documents and certifications as 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 Xxxxx Xxxxx, LLP, counsel to Parent Guarantor and Borrower, and Xxxxxx and Bird LLP, counsel to Parent Guarantor and Borrower with respect to opinions related to the Investment Company Act of 1940, each addressed to Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as Required Lenders may reasonably request. Parent Guarantor, on behalf of the Loan Parties, hereby requests that such counsel deliver such opinion; (viii) a certificate dated the Closing Date and executed by of a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party either (A) attaching copies of all consents, licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (viix) a certificate signed by a Responsible Officer of Borrower certifying (A) that the Borrowerconditions specified in Sections 7.02(a) and (b) have been satisfied, dated (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, (C) the Pro Forma Financial Statements, and (D) a pro forma calculation of the Total Leverage Ratio as of the Closing Date, as to the matters ; (x) a certificate signed by a Responsible Officer of Xxxxxxxx (A) providing calculations of all financial covenants set forth in Section 4.01(c)10.17; (B) certifying no action, (g)suit, (h) investigation or proceeding is pending or, the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority related to the transactions contemplated by this Credit Agreement or that could reasonably be expected to have a Material Adverse Effect; and (i); (viiC) a Loan Notice or Letter of Credit Application, as applicable, relating to certifying that on the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis Closing Date after giving effect to any funding of the Transactions Loans on the Closing Date, substantially in the form Total Outstandings do not exceed the Maximum Availability; (xi) a Compliance Certificate as of Exhibit L heretothe last day of the fiscal quarter of Borrower ended on September 30, 2020, signed by a Responsible Officer of Borrower; 126(xii) a Side Letter executed by Xxxxxxxx, Parent Guarantor and the administrative agent under the Existing Credit Agreement consenting to the Liens granted to Administrative Agent for the benefit of the Secured Parties hereunder;

Conditions of Initial Credit Extension. The obligation effectiveness of each Lender to make its initial Credit Extension hereunder this Agreement as an amendment and restatement of the Existing Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’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 Party, each dated the Closing Date (as applicable)or, in the case of certificates of governmental officials or certain opinions of local counsel to Foreign Subsidiaries, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement (or written evidence satisfactory and the Guaranties, sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, each Lender and the Company; (ii) a Note Revolving Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateRevolving Note; (iii) a certificate dated the Closing Date and executed by of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Parties, Party executing Loan Documents to which it is a party and certifying (A)(x) that attached thereto is a true true, correct and complete copy of (A) the articles or certificate of incorporation or other comparable organizational documents of such Loan Partyformation (or equivalent), certified by the relevant authority of the jurisdiction of organization as applicable, of such Loan Party and a true and complete copy of all amendments thereto, (B) the bylaws, operating bylaws or comparable other governing document of such Loan PartyParty as in effect on the Closing Date, if applicable, and (yC) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being resolutions duly adopted by the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors (or other relevant governing body, as ) of such Loan Party authorizing and approving the case may be, authorizing transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (yD) as each certificate required to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents be delivered pursuant to which it is a party. (iv) the Administrative Agent shall have received a certificate Section 4.01(a)(iv); certificates as of a recent date of the good standing (or its equivalent) of each of the Loan Parties Party under the laws of its jurisdiction of incorporation, organization from the relevant authority or formation (or equivalent), as applicable; opinions of its jurisdiction of organization (solely counsel and local counsel, as applicable, to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the BorrowerCompany and each Designated Xxxxxxxx, addressed to the Administrative Agent and each Lender (or, in the case of certain opinions of local counsel to Foreign Subsidiaries, addressed to the Administrative Agent), as to the matters concerning the Company or such Designated Borrower, as applicable, and the Loan Documents as the Administrative Agent may reasonably satisfactory request and in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent; opinions of counsel and local counsel, as applicable, to such other Loan Parties, addressed to the Administrative Agent and each Lender (vior, in the case of certain opinions of local counsel to Foreign Subsidiaries, addressed to the Administrative Agent), as to the matters concerning such Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent, to the extent necessary to satisfy the Opinion Loan Party Threshold as of the Closing Date; a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required from Governmental Authorities or other Persons 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 and shall not be subject to any conditions that are not acceptable to the Lenders), or (B) stating that no such consents, licenses or approvals are so required; a certificate signed by a Responsible Officer of the Borrower, dated as of Company certifying (A) that the Closing Date, as to the matters set forth conditions specified in Section 4.01(c), (g), (hSections 4.02(a) and (i)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; (vii) a Loan Notice or Letter of Credit Application, as applicable, relating evidence that all insurance required to be maintained pursuant to the initial Credit ExtensionLoan Documents has been obtained and is in effect; (viii) [reserved]; a certificate from the chief financial officer or other of a Responsible Officer of the Borrower attesting Company as to the Solvency satisfaction of the Borrower Loan Party Threshold and its Subsidiaries on the Opinion Loan Party Threshold, together with a consolidated basis after giving effect calculation as of September 1, 2019 as to such thresholds and the satisfaction thereof in form and detail satisfactory to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126Administrative Agent;

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (as applicable), each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section ‎Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section ‎Section 4.01(c), (g‎(g), (h‎(h) and (i‎(i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126124

Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, any of which may be waived by Lender in its sole discretion: (a) The Administrative AgentLender’s (or its counsel’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 Borrower, each dated the Closing Date or such prior date acceptable to the Lender (as applicable)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 AgentLender: (i) executed counterparts of this Agreement (or written evidence satisfactory and each Security Instrument, sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Lender and the Borrower; (ii) a the Note executed by the Borrower in favor of the Lender; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Lender requesting a Note Responsible Officer thereof authorized to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents to which it the Borrower is a party; Organization Documents of the Borrower, and such other documents and certifications as the Lender 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 each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such resolutions qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; the Approval Order shall have been entered by the Bankruptcy Court on an interim basis within seven (7) days following the Petition Date, in form and substance acceptable to the Lender in its sole discretion, which interim order shall include, without limitation, a copy of the Budget as an exhibit thereto, and which shall: (A) authorize and approve the DIP Loan and transactions contemplated pursuant to this Agreement, including, without limitation, the granting of the superpriority status, security interests and liens, and payment of all fees referred to herein; (B) lift or written consents have not been modified, rescinded or amended modify the automatic stay in accordance with the Approval Order to permit the Borrower to perform its obligations and are the Lender to exercise its rights and remedies with respect to the DIP Loan; and (C) authorize the use of cash collateral and provide adequate protection in favor of the Prepetition Lender as and to the extent described therein; which interim order shall be in full force and effect effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without amendment, modification or rescissionthe prior written consent of the Lender; the Lender shall have been afforded valid and perfected Liens on and security interests in the Collateral on the basis and with the priority set forth in the Approval Order (entered on an interim basis), and such Lien of the Lender shall be senior to all other Liens other than Permitted Liens; delivery of Uniform Commercial Code financing statements (yor continuations thereof) suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Lender under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the incumbency filing of financing statements, and genuineness such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the signature Lender under the Security Instruments as a first priority Lien in and to such other Collateral as the Lender may require; the representations and warranties of the officersBorrower contained in Article II, directors, managers Article V or other authorized signatories of each Loan Party, executing this Agreement and the any other Loan Documents to Document, or which it is a party. (iv) the Administrative Agent are contained in any document furnished at any time under or in connection herewith or therewith, shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent be true and each Lender correct on and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date; and such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. Any fees required to be paid on or before the Closing Date shall have been paid. All first day motions filed by the Borrower and related orders entered by the Bankruptcy Court in the Bankruptcy Case shall be in form and substance satisfactory to the matters set forth in Section 4.01(c)Lender, (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, all motions and other documents to be filed with and submitted to the Bankruptcy Court relating to the initial DIP Loan and the approval thereof shall be in form and substance satisfactory to the Lender. The Closing Date shall have occurred on or before June 3, 2019. Conditions to all Credit Extension; (viii) a certificate from Extensions. The obligation of the chief financial officer or other Responsible Officer Lender to honor any Request for Credit Extension is subject to the following conditions precedent, any of which may be waived by Lender in its sole discretion: the representations and warranties of the Borrower attesting contained in Article II, 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 on and as of the date of such Credit Extension, except to the Solvency extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of the Borrower date of such earlier date, and its Subsidiaries on a consolidated basis after giving effect except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05 shall be deemed to refer to the Transactions most recent statements (if any) furnished pursuant to Section 6.01; no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof; the making of such Credit Extension (and the use of the proceeds therefrom) shall not violate any law or be enjoined, temporarily, preliminarily or permanently; No event, occurrence or omission shall have occurred causing a Material Adverse Effect; the Borrower shall have complied with the Budget in all respects, subject to any Permitted Variances; the Approval Order shall have been entered, either an on interim or final basis, as the Closing Datecase may be, substantially and provide for all the terms, protections and provisions enumerated in the form of Exhibit L hereto; 126Section 4.01(a)(v) hereof;

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (as applicable), each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126125

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Effective Date (as applicable)or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agreement; (ii) a Note executed by the each Borrower in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateNote; (iii) a certificate dated such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Closing Date Administrative Agent may require evidencing the identity, authority and executed by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to demonstrate that each Loan Party is duly organized or formed, and that such resolutions or written consents have not been modifiedthe Company is validly existing, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of and qualified to engage in business in its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)organization; (v) subject a favorable opinion of Xxxxxx & Xxxxxxx, LLP, counsel to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender Lender, in form and reasonably substance satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the BorrowerCompany certifying (A) that the conditions specified in Section 4.01(c) and Sections 4.02(a) and (b) have been satisfied, dated (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 Leverage Ratio as of the Closing Date, as last day of the fiscal quarter of the Company most recently ended prior to the matters set forth in Section 4.01(c), (g), (h) Effective Date; and (i); (vii) a Loan Notice such other assurances, certificates, documents, consents or Letter of Credit Applicationopinions as the Administrative Agent, as applicable, relating to the initial Credit Extension; (viii) a certificate from L/C Issuer or the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126Required Lenders reasonably may require.

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) 47056313_11 executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note Note; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents Documents; such documents and certifications as the Administrative Agent may reasonably require to which it evidence that the Borrower is a partyduly organized or formed, and that such resolutions or written consents have not been modifiedthe Borrower is validly existing, rescinded or amended in good standing and are qualified to engage in full force and effect without amendment, modification or rescission, and (y) as to business in the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which jurisdiction where it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalentorganized; written opinion(s) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely counsel to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender Lender, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) the current Ratings; evidence that the Existing Credit Agreement and the DP&L Bank of America Credit Facility have been or concurrently with the Closing Date are being terminated and the obligations thereunder have been paid in full and any Liens securing obligations under the Existing Credit Agreement or the DP&L Bank of America Credit Facility have been or concurrently with the Closing Date are being released; and evidence that the conditions precedent to the effectiveness of the US Bank Credit Facility and the DP&L Fifth Third Credit Facility have been satisfied and all documentation thereof and required thereunder has been executed. Any fees required to be paid on or before the Closing Date shall have been paid to the extent invoiced at least two Business Days prior to the Closing Date. Unless waived by the Arrangers, as and subject to the matters set forth in Section 4.01(c)provisions of the Fee Letter and the Commitment Letter, (g)the Borrower shall have paid all reasonable fees, (h) charges and (i); (vii) a Loan Notice or Letter disbursements of Credit Application, as applicable, relating counsel due to the initial Credit Extension; Administrative Agent (viiidirectly to such counsel if requested by the Administrative Agent) a certificate from to the chief financial officer extent invoiced at least two Business Days prior to the Closing Date and required to be paid pursuant to the Fee Letters or the Commitment Letters. 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 Responsible Officer of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower attesting Administrative 47056313_11 Agent shall have received notice from such Lender prior to the Solvency of the Borrower and proposed Closing Date specifying its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126objection thereto.

Conditions of Initial Credit Extension. The effectiveness of this Agreement and the obligation of the L/C Issuer and of each Lender to make its initial Credit Extension hereunder is on the Closing Date, if any, are subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or facsimile or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Officer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the signing Loan Party (as applicable), Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to Agreement, executed and delivered by the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, the Borrower and each Lender listed on Schedule 2.01; (ii) a Revolving Note executed by the Borrower in favor of each Revolving Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateRevolving Note; (iii) a certificate dated such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Closing Date Administrative Agent may reasonably require evidencing the identity, authority and executed by capacity of each Responsible Officer authorized to act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to which it evidence that the Borrower is a partyduly organized or formed, and that such resolutions or written consents have not been modifiedthe Borrower is validly existing, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (and qualified to engage in business in its state of organization and in each jurisdiction where its ownership, lease or equivalent) operation of each of properties or the Loan Parties under the laws conduct of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely business requires such qualification, except to the extent such concept is applicable for the relevant jurisdiction)that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) subject to the last paragraph favorable opinions of this Section 4.01Sxxxxxx, the legal opinion of Xxxxxxxx Arps, Slate Mxxxxxx & Fxxx LLP and Bxxxxxx Xxxxx LLP, acting as special counsel for counsels to the Borrower, addressed to the Administrative Agent and each Lender Lender; and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of certifying (A) that the Borrowerconditions specified in Section 4.02 have been satisfied; (B) the current Debt Ratings; and (C) that, dated as of the Closing Date, as date of the last financial statements delivered pursuant to the matters set forth Existing Credit Agreement, the Borrower was in pro forma compliance with the financial covenants contained in Section 4.01(c), 7.10. (g), (hb) and (i); (vii) a Loan Notice Any fees required to be paid by the Borrower on or Letter of Credit Application, as applicable, relating prior to the initial Credit Extension; (viii) a certificate from Closing Date pursuant to the chief financial officer or other Responsible Officer of Loan Documents and all expenses required to be reimbursed by the Borrower attesting on or prior to the Solvency of Closing Date pursuant to the Loan Documents shall have been paid; provided that invoices for such expenses have been presented to the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form reasonable period of Exhibit L hereto; 126time (and

Conditions of Initial Credit Extension. (Closing Date). The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals, facsimiles or “pdf” electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (Borrower or the Guarantors, 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to Note; (ii) the extent such Lender requests such Note at least three Business Days prior to Guaranty Agreement executed by the Closing DateInitial Guarantors; (iii) a certificate dated the Closing Date and executed by of a Responsible Officer of each the Borrower either (A) attaching copies of the Loan Partiesall consents, certifying (A)(x) that attached thereto is a true licenses and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and 16208864_8 64 performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents 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; (iv) a certificate of a secretary or assistant secretary of each Loan Party or its general partner (attaching resolutions and incumbency certificates 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 it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, and Documents; (yv) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of to the good standing (or equivalentsuch other customary functionally equivalent certificate) of each Loan Party and the general partner of each Loan Party from the Loan Parties under the laws Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization from the relevant authority organization; (vi) a favorable opinion of its jurisdiction of organization (solely GableGotwals, counsel to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender and as of the Closing Date, reasonably satisfactory to the Administrative AgentAgent and the Arrangers; (vivii) 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 Loan Parties and the validity against the Loan Parties of the Loan Documents 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, dated as of the Closing Date, as to the matters set forth in Section 4.01(c)Borrower certifying (A) that no Default exists, (g), (hB) that the representations and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer warranties of the Borrower attesting contained in Article V are true and correct in all material respects, except to the Solvency 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 as of such earlier date, except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality, (C) 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, (1) a material adverse change in, or a material adverse effect upon, the operations, assets or financial condition of the Borrower and its Subsidiaries on taken as a consolidated basis after giving whole; provided however (x) a downgrade by S&P, Fitch and/or Xxxxx’x of their respective Debt Ratings shall not, in and of itself, be deemed “materially adverse”, and (y) the fact that the Borrower is unable to borrow in the commercial paper market shall not, in and of itself, be deemed to be “materially adverse”, (2) a material impairment of the ability of the Borrower to perform its payment obligations under any Loan Document to which it is a party; or (3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party and (D) as to the Transactions on Debt Ratings of the Closing DateBorrower; and (ix) a certificate signed by a Responsible Officer of the Guarantors certifying 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, substantially either individually or in the form of Exhibit L hereto; 126aggregate, (A) a 16208864_8 65

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 (except to the extent any of the following conditions precedent are permitted to be satisfied after the Closing Date in accordance with Section 6.21): (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by originals to the extent requested by the Agent or any Lender) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (or the Lenders, 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateNote; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy certificates of resolutions or written consents other action, incumbency certificates and/or other certificates of its shareholders or board Responsible Officers of directors or other relevant governing body, each Loan Party as the case Agent may be, authorizing require evidencing (A) the execution, delivery and performance authority of each Loan Party to enter into this Agreement and the other Loan Documents to which it such Loan Party is a party, and that such resolutions party or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, is to become a party and (yB) as to the incumbency identity, authority and genuineness of the signature of the officers, directors, managers or other authorized signatories capacity of each Loan Party, executing Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party or is to become a party. ; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent shall have received a certificate as of a recent date of the 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 equivalent) operation of each of properties or the Loan Parties under the laws conduct of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely business requires such qualification, except to the extent that failure to so qualify in such concept is applicable for the relevant jurisdiction)jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 12686

Conditions of Initial Credit Extension. The obligation of each Lender and the Letter of Credit Issuer to make its any initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the followingfollowing items (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the signing applicable Loan Party Party, each dated as of the Closing 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement (or written evidence satisfactory to and each of the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Security Instruments; (ii) a Note Revolving Credit Loan Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateRevolving Credit Loan Note; (iii) a Secretary’s certificate dated for each Loan Party certifying as to (A) true and complete copies of all Organizational Documents of such Loan Party attached thereto, (B) resolutions of the Closing Date Board of Directors or other organizational action authorizing execution, delivery and executed by performance of all Loan Documents to which such Loan Party is a party, and (C), incumbency of officers (including specimen signatures) 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) certification from any applicable Governmental Authority 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 organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (v) a favorable opinion of XxXxxx & Xxxx, counsel to the Loan Parties, certifying and acceptable Canadian and New York counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (A)(xvi) that attached thereto is a true and complete copy certificates of Responsible Officers of the articles Borrower Agent or certificate of incorporation or other comparable organizational documents of such the applicable Loan PartyParties either (A) identifying all consents, certified by the relevant authority of the jurisdiction of organization of such Loan Party licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by each Borrower and the other validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendment, modification or rescissioneffect, and attaching true and correct copies thereof or (yB) as to the incumbency and genuineness of the signature of the officersstating that no such consents, directors, managers licenses or other authorized signatories of each Loan Party, executing this approvals are so required; 121 [Matrix] Credit Agreement and the other Loan Documents to which it is a party. #85638137 (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by a Responsible Officer of the Borrower, dated Borrower Agent certifying (A) that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three (3) fiscal years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as to the matters set forth in Section 4.01(c)of July 31, (g)2021, (h) and (i)C) financial projections of the Company and its Subsidiaries for the next two (2) fiscal years; (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viiiix) a certificate from signed by the chief financial officer Chief Financial Officer or other Responsible the Chief Accounting Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis Agent certifying that, after giving effect to the Transactions entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) an initial Borrowing Base Certificate; (xii) initial written notice of Borrowing; (xiii) delivery of UCC and PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Administrative Agent may require; (xiv) UCC and PPSA search results showing only those Liens as are acceptable to the Administrative Agent and Lenders; (xv) evidence of the payment in full and cancellation of the Existing Agreement, including terminations of UCC and PPSA financing statements filed in connection with the Existing Agreement and other evidence of lien releases and other related matters on terms acceptable to the Administrative Agent; (xvi) evidence satisfactory to the Administrative Agent of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xvii) completion of a Field Exam, asset appraisal, insurance review and legal review; and (xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Letter of Credit Issuer, the Swing Line Lender or the Required Lenders may reasonably require. 122 [Matrix] Credit Agreement #85638137 (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, substantially plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable 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 Administrative Agent shall be satisfied that after giving effect to (i) the initial Credit Extension hereunder, (ii) consummation of the Transactions and payment of all fees and expenses in connection therewith and (iii) any payables stretched beyond their customary payment practices, (x) Availability shall be at least $25,000,000 and (y) the form sum of Exhibit L hereto; 126Availability plus Eligible Cash shall be at least $60,000,000. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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. 5.02

Conditions of Initial Credit Extension. The obligation of 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 (or its counsel’s) receipt of the following, each of which shall be originals or telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note Note; 47354535_7 such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents Documents; such documents and certifications as the Administrative Agent may reasonably require to which it evidence that the Borrower is a partyduly organized or formed, and that such resolutions or written consents have not been modifiedthe Borrower is validly existing, rescinded or amended in good standing and are qualified to engage in full force and effect without amendment, modification or rescission, and (y) as to business in the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which jurisdiction where it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalentorganized; written opinion(s) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely counsel to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender Lender, in form and substance reasonably satisfactory acceptable to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) the current Ratings; evidence that the Existing Credit Agreement and the DP&L Bank of America Credit Facility have been or concurrently with the Closing Date are being terminated and the obligations thereunder have been paid in full and any Liens securing obligations under the Existing Credit Agreement or the DP&L Bank of America Credit Facility have been or concurrently with the Closing Date are being released; and evidence that the conditions precedent to the effectiveness of the DP&L Fifth Third Bank Credit Facility and the PNC Bank Credit Facility have been satisfied and all documentation thereof and required thereunder has been executed. Any fees required to be paid on or before the Closing Date shall have been paid to the extent invoiced at least two (2) Business Days prior to the Closing Date. Unless waived by the Arrangers, as and subject to the matters set forth in Section 4.01(c)provisions of the Fee Letter and the Commitment Letter, (g)the Borrower shall have paid all reasonable fees, (h) charges and (i); (vii) a Loan Notice or Letter disbursements of Credit Application, as applicable, relating counsel due to the initial Credit Extension; Administrative Agent (viiidirectly to such counsel if requested by the Administrative Agent) a certificate from to the chief financial officer extent invoiced at least two (2) Business Days prior to the Closing Date and required to be paid pursuant to the Fee Letters or the Commitment Letters. 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 Responsible Officer of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower attesting Administrative Agent shall have received notice from such Lender prior to the Solvency of the Borrower and proposed Closing Date specifying its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126objection thereto.

Conditions of Initial Credit Extension. The obligation of 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 its counsel’s) receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals where requested by the Administrative Agent) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing 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 reasonably satisfactory to Administrative Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to Administrative Agent, each Lender and Borrower (or written evidence satisfactory to the unless otherwise approved by Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpartAgent); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateNote; (iii) a certificate dated such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the Closing Date identity, authority and executed by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that such resolutions or written consents have not been modifiedBorrower is validly existing, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of and qualified to engage in business in its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)or formation; (v) subject a favorable opinion of Xxxxx Xxxxxxx US LLP, counsel to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender Lender, in form and substance reasonably satisfactory to the Administrative Agent; 4877- 6131- 2829 v.16 63 (vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the Borrower, dated as of the Closing Date, as to the matters set forth conditions specified in Section 4.01(c), (g), (hSections 4.02(a) and (i)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) no consents, licenses or approvals are required in connection with the execution, delivery and performance by each Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party; (vii) a Loan Notice or Letter duly completed Compliance Certificate as of Credit Applicationthe last day of the fiscal quarter of Borrower ended on September 30, as applicable2020, relating to the initial Credit Extensionsigned by a Responsible Officer of Borrower; and (viii) such other customary documents, instruments, agreements, or information, as Administrative Agent reasonably may require. (b) There shall not exist any action, suit, investigation, or proceeding, pending or, to the knowledge of a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting Borrower, threatened in any court or before any arbitrator or Governmental Authority related in any way to the Solvency Obligations or that could reasonably be expected to have a Material Adverse Effect. (c) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. (d) Any fees required to be paid on or before the Closing Date shall have been paid. (e) Unless waived by Administrative Agent, Borrower shall have paid, subject to any limitations described in the Mandate Letter, all reasonable and its Subsidiaries on a consolidated basis after giving effect documented out-of-pocket fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the Transactions extent invoiced not less than one (1) Business Day prior to or on the Closing Date, substantially plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (f) (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, 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 form PATRIOT Act, in each case at least five (5) days prior to the Closing Date; and (ii) at least five (5) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of Exhibit L hereto; 126the 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 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 its counsel’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 duly authorized officer of the signing Loan Party Party, each dated the Closing 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent and its legal counsel: executed counterparts of this Agreement, each Collateral Document and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower, including copies of executed Account Control Agreements and Waiver Agreements under the Existing Credit which shall be effective under this Agreement (which may include a facsimile or other electronic transmission) the Borrower agrees that the Administrative Agent is entitled to send notices to any third parties to such party has signed a counterpartagreements concerning the amendment and restatement of the Existing Credit Agreement and the effectiveness of such agreements under this Agreement); (ii) a an original Note executed by the Borrower in favor of each Lender requesting a Note to the extent Note; such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) a certificate dated the Closing Date and executed by a Responsible Officer certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of the Loan Parties, certifying (A)(x) that attached thereto is each authorized officer thereof authorized to act as a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization duly authorized officer on behalf of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party; such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower, each other Loan Party and each Subsidiary whose capital stock is subject to a pledge under the Pledge Agreement is duly organized or formed, and that each of the Borrower and each of the 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 resolutions or written consents have not been modifiedqualification, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as except to the incumbency and genuineness extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, including, certified copies of the signature Organization Documents of the officersBorrower and each of such Subsidiaries, directorscertificates of good standing and/or qualification to engage in business and, managers or to the extent available, tax clearance certificates; favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in the forms attached hereto as Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, with customary assumptions, qualifications and exceptions; a certificate of a duly authorized signatories officer of the Borrower on behalf of itself and each Loan PartyParty and any Subsidiary whose capital stock is subject to a pledge under the Pledge Agreement either (A) attaching copies of all consents, executing this Agreement licenses and approvals of Governmental Authorities and other Persons required in connection with the execution, delivery and performance by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of , and, required in connection with the Loan Parties Documents and the transactions contemplated thereby (including, without limitation, the pledge of any Subsidiary's capital stock (which consents shall include consents delivered under the laws Existing Credit Agreement which are effective under this Agreement) and the expiration, without imposition of its jurisdiction conditions, of organization from all applicable waiting periods in connection with the relevant authority of its jurisdiction of organization transactions contemplated by the Loan Documents), and such consents, licenses and approvals shall be in full force and effect, or (solely to the extent B) stating that no such concept is applicable for the relevant jurisdiction)consents, licenses or approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer duly authorized officer of the BorrowerBorrower 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 Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in full force and effect; original certificates evidencing all of the issued and outstanding shares of capital stock or other equity or other ownership interests required to be pledged pursuant to the terms of the Pledge Agreement (including, without limitation, pledges of all the capital stock of the Guarantors, Xxxxxx Healthcare of Washington, Xxxxxx Healthcare of Utah, Xxxxxx Healthcare of Michigan and Xxxxxx Healthcare of New Mexico), which certificates shall be accompanied by undated stock powers duly executed in blank by each relevant pledgor in favor of the Administrative Agent; the original Intercompany Notes, if any, required to be pledged pursuant to the terms of the Pledge Agreement, duly endorsed in blank by each relevant pledgor in favor of the Administrative Agent; certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search reports certified by a party acceptable to the Administrative Agent, dated as of a date reasonably near (but prior to) the Closing Date, as to listing all effective UCC financing statements, tax liens and judgment liens which name the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice Borrower or Letter any of Credit Applicationthe Subsidiaries, as applicablethe debtor, relating to and which are filed in the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of jurisdictions in which the Borrower and its the Subsidiaries on a consolidated basis after giving effect are organized (or were organized in the last five (5) years), and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the Transactions terms of the Existing Credit Agreement in favor of Bank of America as administrative agent which shall be effective under this Agreement and filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other than Liens existing on the Closing Datedate hereof and listed on Schedule 7.01); with respect to all the Intellectual Property Collateral, substantially in search results from the United States Patent and Trademark Office and United States Copyright Office to the extent any patents, trademarks or copyrights form a part of Exhibit L hereto; 126the Collateral;

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 its counsel’s) receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (or the Lenders, 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, each Lender and the Lead Borrower; (ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateNote; (iii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy certificates of resolutions or written consents other action, incumbency certificates and/or other certificates of its shareholders or board Responsible Officers of directors or other relevant governing body, each Loan Party as the case Agent may be, authorizing require evidencing (A) the execution, delivery and performance authority of each Loan Party to enter into this Agreement and the other Loan Documents to which it such Loan Party is a party, and that such resolutions party or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, is to become a party and (yB) as to the incumbency identity, authority and genuineness of the signature of the officers, directors, managers or other authorized signatories capacity of each Loan Party, executing Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party or is to become a party. ; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent shall have received a certificate as of a recent date of the 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 equivalent) operation of each of properties or the Loan Parties under the laws conduct of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely business requires such qualification, except to the extent that failure to so qualify in such concept is applicable for the relevant jurisdiction)jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) subject a favorable opinion of DLA Piper LLP (US), counsel to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably satisfactory to the Administrative Agentrequest; (vi) a certificate signed by a Responsible Officer of the BorrowerLead Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, dated (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) to the Solvency of the Loan Parties as of the Closing Date, as Date after giving effect to the matters set forth in Section 4.01(c)transactions contemplated hereby, (g), (h) and (i)D) either that (1) no consents, licenses or approvals are 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, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a Loan Notice or Letter of Credit Application, as applicable, relating evidence that all insurance required to be maintained pursuant to the initial Credit ExtensionLoan Documents and all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect; (viii) a certificate payoff letter from the chief financial officer or other Responsible Officer of the Borrower attesting Siena Lending Group LLC satisfactory in form and substance to the Solvency of Agent evidencing that the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on Existing Credit Agreement has been or concurrently with the Closing DateDate is being terminated, substantially all obligations thereunder are being paid in the form of Exhibit L hereto; 126full, and all Liens securing

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 its counsel’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 Party, each dated the Closing 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 reasonably satisfactory to Agent and each of the Administrative AgentLenders: (i) executed counterparts of this Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to Agent, each Lender and Borrower; the assignments referred to in the Recitals of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by U.S. Bank National Association and Xxxxx Fargo Bank, N.A; the Notes executed by Borrower in favor of each Lender requesting Notes; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Note Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; such documents and certifications as 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 such Lender requests such Note at least three Business Days prior that failure to do so could not reasonably be expected to have a Material Adverse Effect; if requested by Agent, a favorable opinion of counsel to the Closing DateLoan Parties, acceptable to Agent, addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agent; (iii) if requested by Agent, a certificate dated the Closing Date and executed by of a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party either (A) attaching copies of all consents, licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officerslicenses or approvals are so required; if requested by Agent, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the Borrower, dated as of the Closing Date, as to the matters set forth conditions specified in Section 4.01(c), Sections 0 (g), (ha) and (i); b) have been satisfied, and (viiB) a Loan Notice that there has been no event or Letter of Credit Applicationcircumstance, as applicable, relating to since the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer date of the Borrower attesting to the Solvency most recent financial statements of the Borrower and its Subsidiaries filed with the SEC, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) that the calculation of the Consolidated Senior Leverage Ratio based on a consolidated basis after giving effect the financial statements of the Borrower and its Subsidiaries most recently provided to Administrative Agent pursuant to the Transactions 2009 Credit Agreement is true and correct; if requested by Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; such other assurances, certificates, documents, consents or opinions as Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. Any fees required to be paid on or before the Closing Date shall have been paid. Unless waived by Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, substantially plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and 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 0, 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 Agent shall have received notice from such Lender prior to the form of Exhibit L hereto; 126proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each Lender and the Letter of Credit Issuer to make its any initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the followingfollowing items (except those items that are expressly permitted to be delivered after the Closing Date pursuant to Section 7.21), each properly executed by a Responsible Officer of the signing applicable Loan Party (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 AgentAgent and its legal counsel: (i) executed counterparts of this Agreement (or written evidence satisfactory to and each of the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Security Instruments; (ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateNote; (iii) a certificate dated such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the Closing Date Administrative Agent may require evidencing the identity, authority and executed by 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 its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of such Loan Party’s Organization Documents, agreements among holders of Equity Interests, certificates of good standing and qualification to engage in business in each applicable jurisdiction; (v) a favorable opinion of Xxxxxxxxx Xxxxxxx, counsel to the Loan Parties, certifying and acceptable local counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (A)(xvi) that attached thereto is a true and complete copy certificates of Responsible Officers of the articles Borrower Agent or certificate of incorporation or other comparable organizational documents of such the applicable Loan PartyParties either (A) identifying all consents, certified by the relevant authority of the jurisdiction of organization of such Loan Party licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by each Borrower and the other validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendment, modification or rescissioneffect, and attaching true and correct copies thereof or (yB) as to the incumbency and genuineness of the signature of the officersstating that no such consents, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by a Responsible Officer of the Borrower, dated as of Borrower Agent certifying (A) that the Closing Date, conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied and (B) as to the matters set forth described in Section 4.01(c5.01(d), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) [reserved]; (ix) a certificate from signed by the chief financial officer or other Responsible Officer the chief executive officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis Agent certifying that, after giving effect to the Transactions on entering into of the Closing Date, substantially in the form of Exhibit L hereto; 126Loan Documents

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: Unless waived by all the Lenders (aor by the Administrative Agent with respect to immaterial matters or items specified in clause (iii) The or (iv) 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 (or its counsel’s) receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement (or written evidence satisfactory and the Guaranty, sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, each Lender and the Borrower; (ii) a Note Notes executed by the Borrower in favor of each Lender requesting such a Note Note, each in a principal amount equal to such Lender’s Commitment; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the extent such Lender requests such Note at least three Business Days prior Administrative Agent may require to establish the Closing Date; (iii) a certificate dated identities of and verify the Closing Date authority and executed by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party; such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing and that such resolutions or written consents have not been modifiedqualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, rescinded or amended and are in full force and effect without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories including certified copies of each Loan Party’s Organization Documents, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as certificates of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely and/or qualification to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent engage in business and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, as to the matters set forth in Section 4.01(c), (g), (h) and (i); (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126tax clearance certificates;

Conditions of Initial Credit Extension. The amendment and restatement of the Existing Credit Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’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 Party, each dated the Closing 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement (or written evidence satisfactory Agreement, sufficient in number for distribution to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note (to the extent such Lender requests such Note requested at least three (3) Business Days prior to the Closing Date); (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is validly existing and in good standing in its jurisdiction of incorporation or formation, as applicable; (v) a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx, LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in customary form; (vi) a certificate dated the Closing Date and executed by of a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party either (A) attaching copies of all consents, licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by a Responsible Officer of the Borrower, dated as of Borrower certifying (A) that the Closing Date, as to the matters set forth conditions specified in Section 4.01(c), (g), (hSections 4.02(a) and (i); b) have been satisfied and (viiB) 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 Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit ExtensionMaterial Adverse Effect; (viii) a certificate from the chief Audited Financial Statements and the unaudited financial officer or other Responsible Officer statements of the Borrower attesting referred to the Solvency of the Borrower in Section 5.05(a) and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto(b); 126and

Conditions of Initial Credit Extension. The obligation of 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 (or its counsel’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 Party, each dated the Closing 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement (or written evidence satisfactory to and the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note to and a Swing Line Note executed by the extent such Lender requests such Note at least three Business Days prior to Borrower in favor of the Closing DateSwing Line Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a secretary or assistant secretary or similar officer 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; (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 its jurisdiction of incorporation or formation; (v) (A) a favorable opinion of Fulbright and Xxxxxxxx, L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F; (vi) a certificate dated the Closing Date and executed by of a Responsible Officer of each the Borrower either (A) attaching copies of the Loan Partiesall consents, certifying (A)(x) that attached thereto is a true licenses and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by the Borrower and the other validity against the Borrower of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by a Responsible Officer of the Borrower, dated Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct as of the Closing Date, (B) no Default or Event of Default has occurred and is continuing as to the matters set forth in Section 4.01(c)of such date, (g), (h) and (i); (viiC) a Loan Notice that there has been no event or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto; 126-49-

Conditions of Initial Credit Extension. The obligation of each Lender and the Letter of Credit Issuer to make its any initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) receipt of the followingfollowing items (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Post-Closing Agreement), each properly executed by a Responsible Officer of the signing applicable Loan Party Party, each dated as of the Closing 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this Agreement (or written evidence satisfactory to and each of the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)Security Instruments; (ii) a Note Revolving Credit Loan Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note to the extent such Lender requests such Note at least three Business Days prior to the Closing DateRevolving Credit Loan Note; (iii) a Secretary’s certificate dated for each Loan Party certifying as to (A) true and complete copies of all Organizational Documents of such Loan Party attached thereto, (B) resolutions of the Closing Date Board of Directors or other organizational action authorizing execution, delivery and executed by performance of all Loan Documents to which such Loan Party is a party, and (C), incumbency of officers (including specimen signatures) 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) certification from any applicable Governmental Authority 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 organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (v) a favorable opinion of XxXxxx & Xxxx, counsel to the Loan Parties, certifying and acceptable Canadian and New York counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (A)(xvi) that attached thereto is a true and complete copy certificates of Responsible Officers of the articles Borrower Agent or certificate of incorporation or other comparable organizational documents of such the applicable Loan PartyParties either (A) identifying all consents, certified by the relevant authority of the jurisdiction of organization of such Loan Party licenses and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by each Borrower and the other validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendment, modification or rescissioneffect, and attaching true and correct copies thereof or (yB) as to the incumbency and genuineness of the signature of the officersstating that no such consents, directors, managers licenses or other authorized signatories of each Loan Party, executing this approvals are so required; 120 [Matrix] Credit Agreement and the other Loan Documents to which it is a party. #85638137 (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by a Responsible Officer of the Borrower, dated Borrower Agent certifying (A) that the conditions specified in Sections 5.02(a) and 5.02(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (viii) (A) audited financial statements of the Company and its Subsidiaries for each of the three (3) fiscal years immediately preceding the Closing Date, (B) unaudited interim financial statements for the Company and its Subsidiaries as to the matters set forth in Section 4.01(c)of July 31, (g)2021, (h) and (i)C) financial projections of the Company and its Subsidiaries for the next two (2) fiscal years; (vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (viiiix) a certificate from signed by the chief financial officer Chief Financial Officer or other Responsible the Chief Accounting Officer of the Borrower attesting to the Solvency of the Borrower and its Subsidiaries on a consolidated basis Agent certifying that, after giving effect to the Transactions entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) an initial Borrowing Base Certificate; (xii) initial written notice of Borrowing; (xiii) delivery of UCC and PPSA financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Administrative Agent may require; (xiv) UCC and PPSA search results showing only those Liens as are acceptable to the Administrative Agent and Lenders; (xv) evidence of the payment in full and cancellation of the Existing Agreement, including terminations of UCC and PPSA financing statements filed in connection with the Existing Agreement and other evidence of lien releases and other related matters on terms acceptable to the Administrative Agent; (xvi) evidence satisfactory to the Administrative Agent of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xvii) completion of a Field Exam, asset appraisal, insurance review and legal review; and (xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the Letter of Credit Issuer, the Swing Line Lender or the Required Lenders may reasonably require. 121 [Matrix] Credit Agreement #85638137 (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, substantially plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable 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 Administrative Agent shall be satisfied that after giving effect to (i) the initial Credit Extension hereunder, (ii) consummation of the Transactions and payment of all fees and expenses in connection therewith and (iii) any payables stretched beyond their customary payment practices, (x) Availability shall be at least $25,000,000 and (y) the form sum of Exhibit L hereto; 126Availability plus Eligible Cash shall be at least $60,000,000. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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. 5.02

Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s (or its counsel’s) 's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower, each dated the Closing 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart)and each of the Lenders: executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note Note; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the 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 the Borrower is a party; such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware 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 such Lender requests such Note at least three Business Days prior that failure to do so could not reasonably be expected to have a Material Adverse Effect; favorable opinions of the Borrower's general counsel and of Pillsbury Winthrop LLP, counsel to the Closing DateBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (iii) a certificate dated the Closing Date and executed by of a Responsible Officer of each the Borrower either (A) attaching copies of the Loan Partiesall consents, certifying (A)(x) that attached thereto is a true licenses and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as the case may be, authorizing approvals required in connection with the execution, delivery and performance of this Agreement by the Borrower and the other validity against the Borrower of the Loan Documents to which it is a party, and that such resolutions or written consents have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect without amendmenteffect, modification or rescission(B) stating that no such consents, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers licenses or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party. (iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction)approvals are so required; (v) subject to the last paragraph of this Section 4.01, the legal opinion of Xxxxxxxx & Xxxxx LLP, acting as special counsel for the Borrower, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent; (vi) a certificate signed by a Responsible Officer of the Borrower, dated as of Borrower certifying (A) that the Closing Date, as to the matters set forth conditions specified in Section 4.01(c), (g), (hSections 4.02(a) and (i); b) have been satisfied, (viiB) a Loan Notice that there has been no event or Letter of Credit Application, as applicable, relating to circumstance since the initial Credit Extension; (viii) a certificate from the chief financial officer or other Responsible Officer date of the Borrower attesting Audited Financial Statements that has had or could be reasonably expected to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Datehave, substantially either individually or in the form of Exhibit L hereto; 126aggregate, a Material Adverse Effect, and (C) the current Debt Ratings;