Common use of Conditions Precedent to Effective Date Clause in Contracts

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived by the Required Lenders): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a partysigned signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) [Reserved.] (c) [Reserved.] (d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer: (i) Certifying that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date; (ii) Certifying that the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the Closing Date, in which case such representations and warranties shall not be required to be made on the Effective Date); and (iii) a customary incumbency certificate in respect of each Enclosing: (A) Copies of the officers Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and (B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower who are authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower. (e) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (ii) A customary certificate of the Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced documents to be delivered by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Borrower hereunder; and (biii) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, A favorable opinion letter of Xxxxxxxx & Xxxxx LLP in form and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, substance reasonably satisfactory to the Administrative Agent, the Arrangers or any Lender prior . The Borrower hereby requests such counsel to the Effective Date deliver such opinion. (f) The Administrative Agent shall have been paidreceived a copy, to the extent that such invoices have been presented to certified by the Borrower and signed by a Responsible Officer as true and complete, of: (i) the Agreed Form of Scheme Press Announcement; and (ii) the executed Transaction Agreement. (g) The Administrative Agent shall have received, at least two (2) 3 Business Days prior to the Effective Date. (c) The Arrangers shall have received , so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Effective Date. (d) Borrower. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived by the Required Lenders), and there such notice shall be no Default hereunderconclusive, binding and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)final. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 9.02) on or prior to the End Date: (a) The Administrative Agent’s receipt Agent shall have received a counterpart of this Agreement, duly executed by each party hereto. (b) The Administrative Agent shall have received, for the Initial Borrower, a certificate of good standing (or the equivalent) from the appropriate governing agency of the following, each Initial Borrower’s jurisdiction of which shall be originals, facsimiles or PDFs organization (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer to the extent the concept of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10good standing is applicable in such jurisdiction); (iic) The Administrative Agent shall have received a customary certificate certificate, dated the Effective Date, of the Secretary or an Assistant Secretary of the Initial Borrower attaching (or, if the Initial Borrower does not have a secretary or assistant secretary, any other Person duly authorized to execute such a certificate on behalf of the Initial Borrower) certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents to which the Initial Borrower is a party, (ii) copies of its certificate of incorporation the Initial Borrower’s constituent organizational documents, and by-laws as in effect on (iii) the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated as directors or other appropriate governing body of a recent date and resolutions of its Board of Directors the Initial Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and; (iiid) The Administrative Agent shall have received a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to favorable written legal opinion dated the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, addressed to the Administrative AgentAgent and the Lenders) of Skadden, the Arrangers or any Lender prior to the Effective Date Arps, Slate, Xxxxxxx & Xxxx LLP; (e) The Administrative Agent shall have been paid, to the extent that such invoices have been presented to the Borrower received at least two (2) three Business Days prior to the Effective Date. (c) The Arrangers shall have received Date all documentation and other information regarding the Initial Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least ten Business Days prior to the Effective Date; and (f) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Bookrunners, in each case that has the Administrative Agent or the Lenders shall have been requested in writing paid on or prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersextent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on On the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iiii) a customary incumbency certificate in respect of each of the officers all obligations of the Borrower who are authorized hereunder incurred prior to sign this Agreement and the other Loan Documents on its behalf and who willsuch date (including, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreementwithout limitation, the other Loan Documents Borrower's obligations to reimburse the reasonable fees and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior expenses of counsel to the Effective Date pursuant to the Fee Letters) by the Borrower, Administrative Agent and all invoiced any fees and expenses (including Attorney Costs) required to be paid by the Borrower, payable to the Administrative Agent, the Arrangers or any Lender prior Lenders (including Scotia Capital) and their Affiliates pursuant to the Effective Date Fee Letter or as otherwise previously agreed with the Borrower), shall have been paidpaid in full, (ii) the Lenders under the Existing Loan Agreement shall consent to all Obligations under (and as such term is defined in) the extent that such invoices have been presented Existing Loan Agreement (other than letters of credit which are not Existing Letters of Credit) being continued under this Agreement (as Loans (after giving effect to all repayments of the Borrower at least two (2) Business Days prior to "Loans" under the Existing Loan Agreement made on the Effective Date. ) or by the Existing Letters of Credit becoming Letters of Credit hereunder), the Exiting Lenders shall have been paid in full as more fully described in Section 1.05 and, unless waived by the Administrative Agent, the Exiting Lenders shall have executed and delivered an Exiting Lender Acknowledgment in the form of Exhibit L and (ciii) The Arrangers the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, each of the USA PATRIOT Act, in each case that has been requested following (unless waived in writing prior to by the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (dLenders). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance reasonably satisfactory in all respects to the Administrative Agent: (a) the duly executed counterparts of this Agreement executed by the Borrower, the Guarantors and the Lenders. (b) a duly executed Revolving Credit Note for each Revolving Loan Lender requesting such instrument evidencing the Revolving Loan Commitment of such Lender; (c) a duly executed Term B Note for each Term B Lender requesting such instrument evidencing the Term B Loan Commitment of such Lender; (d) the duly executed Swingline Note; (e) with respect to the Security Documents (other than the Mortgages), (i) the duly executed Guaranty Agreement and Security Agreements, (ii) copies of filed UCC-1 financing statements and any applicable UCC-3 amendments required pursuant to the Security Agreements and (iii) but only to the extent not previously delivered to the Collateral Agent in connection with the Existing Loan Agreement,

Conditions Precedent to Effective Date. The effectiveness of this Agreement is shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions precedent:, except as otherwise agreed between the Borrower and the Administrative Agent (the date on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Notice of Borrowing in accordance with the requirements hereof; (ii) executed counterparts of this Agreement satisfying and the requirements of Section 11.10Guaranty; (iiiii) a customary certificate Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect Effective Date; (iv) each Collateral Document set forth on Schedule 1.1A required to be executed on the Effective DateDate as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank; (B) to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and (C) evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (v) [reserved]; (vi) such certificates of good standing certificate for it from the Secretary applicable secretary of State state of the State state of Delaware dated organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a partyparty or is to be a party on the Effective Date; (vii) an opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit G; (viii) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit M; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (x) certified copies of the Merger Agreement and schedules and other attachments thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date and that the condition specified in clause (c) below has been satisfied; (xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (iiixii) a customary incumbency certificate Borrowing Base Certificate, certified as complete and correct in respect all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least fifteen (15) days prior to the Effective Date; provided, however, that, each of the officers requirements set forth in clauses (iv) and (ix) (with respect to title insurance) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower who are authorized and its wholly owned Domestic Subsidiaries) shall not constitute conditions precedent to sign this Agreement and the other Loan Documents Borrowing on its behalf and who willthe Effective Date after the Borrower’s use of commercially reasonable efforts, until replaced by another officer without undue burden or officers duly authorized for that purposecost, act as its representative for to provide such items on or prior to the purposes of signing Effective Date if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and giving notices and instruments, or take or cause to be taken such other communications actions as may be required to perfect such security interests within ninety (90) days after the Effective Date (subject to extensions approved by the Administrative Agent in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyits reasonable discretion). (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower hereunder and invoiced at least two (2) Business Days prior to before the Effective DateDate shall have been paid in full in cash. (c) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed); provided, that (A) any change to the definition of “Material Adverse Effect” contained in the Merger Agreement shall be deemed materially adverse to the Lenders and the Arrangers and shall require the consent of the Arrangers and (B) a reduction in the purchase price under the Merger Agreement of less than 10% of the total Merger Consideration shall be deemed not to be materially adverse so long as it is applied to reduce the aggregate commitments in respect of the Term Facility and any commitments of the Arrangers to make bridge loans in lieu of the Senior Notes dollar-for-dollar on a pro rata basis. (d) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Borrower shall have received (i) at least $1,200,000,000 in gross cash proceeds from borrowings under the Term Facility and (ii) at least $400,000,000 in gross cash proceeds from the issuance of the Senior Notes. (e) The Intercreditor Agreement and the Term Facility Documentation shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Borrower shall have terminated the Existing ABL Facility, and shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans and Letter of Credit Obligations, (B) borrowings under the Term Facility, (C) borrowings under the Senior Notes and (D) Indebtedness permitted by Section 9.3(b) and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings. (g) The Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (i) The Arrangers shall have received at least five (5) days prior to the Effective Date all documentation and other information required reasonably requested in writing by regulatory authorities under them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (dj) The representations and warranties of Since January 31, 2010, except (i) as set forth in the Borrower Company Disclosure Schedule (as defined in the Merger Agreement) or (ii) disclosed in any Filed SEC Document (as defined in the Merger Agreement), other than disclosures in such Filed SEC Documents contained in ARTICLE V (other than Section 5.14) the “Risk Factors” and “Forward Looking Statements” sections thereof or any other Loan Document disclosures in the Filed SEC Documents which are forward-looking in nature, there shall not have been any effect, change, event or occurrence that has had or would reasonably be expected to have a Closing Date Material Adverse Effect. (k) The Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Effective Date and there Date. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be no Default hereunderdeemed to have consented to, and 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 Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower Administrative Agent shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory notice from such Lender prior to the Lendersproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Wachtell, Lipton, Xxxxx & Xxxx in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that relating to the Borrower. (e) On the Effective Date, (x) no Default has occurred and is continuing and (y) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been requested true and correct in writing all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date. (f) All fees and other amounts due and payable by the Consolidated Group to the Arranger, the Administrative Agent and the Lenders under the Loan Documents or pursuant to the Fee Letter or any similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least one Business Day prior to the Effective Date by the relevant person and to the extent such amounts are payable on or prior to the Effective Date. (dg) The representations and warranties of commitments under the Borrower contained in ARTICLE V (other than Section 5.14) Existing Credit Agreement shall have been, or any other Loan Document shall be true and correct on and as substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and there no advances or other obligations thereunder (other than contingent obligations as to which no claim has been asserted) shall remain outstanding. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction binding evidence of the condition precedent in this clause (d)occurrence thereof. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to any Lender fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Wachtell, Lipton, Xxxxx & Xxxx in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested relating to the Borrower. (e) Since December 31, 2017, except to the extent disclosed in writing any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, in each case filed by the Borrower with the Securities and Exchange Commission after such date and on or prior to the Effective Date. (d) , there shall not have occurred any event or condition that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The representations and warranties of Administrative Agent shall notify the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness Article II hereof shall be effective on and as of this Agreement is subject to the satisfaction date (the "Effective Date"), on which each of the following conditions precedentprecedent shall have been satisfied or duly waived: (a) The Merger Agreement shall be in full force and effect and the Merger shall be consummated immediately following the funding of the Advances in all material respects in accordance with the Merger Agreement, without any waiver or amendment not consented to by the Administrative Agent of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The aggregate amount of cash proceeds received by the Company Shareholders in connection with the Merger shall not exceed $111,600,000. (c) The Lender Parties shall be satisfied that all Existing Debt, other than the Debt of the Borrower set forth on Schedule XIV (the "Surviving Debt"), has been (or will be, immediately following the Merger) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished; the aggregate principal amount of Revolving Credit Advances outstanding after giving effect to all Borrowings on the Effective Date) shall not exceed $70,000,000. (d) Before giving effect to the Merger and the other transactions contemplated by this Agreement, there shall have occurred no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of (x) the Borrower and its Subsidiaries, taken as a whole, since October 31, 1998, and (y) the Company and its Subsidiaries, taken as a whole, since January 30, 1999. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of (x) the Borrower and its Subsidiaries, taken as a whole, or (y) the Company and its Subsidiaries, taken as a whole, other than the matters described on Schedule II (the "Disclosed Litigation") or (ii) purports to affect the legality, validity or enforceability of the Merger, this Agreement, any Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Borrower, Company or any of their respective Subsidiaries, of the Disclosed Litigation from that described on Schedule II. (f) All governmental and third party consents and approvals necessary in connection with the Transaction and the Facilities shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the Transaction or the Facilities. (g) All of the information provided by or on behalf of the Borrower or by or on behalf of the Company to the Administrative Agent and the Lender Parties prior to their commitment in respect of the Facilities (the "Pre-Commitment Information") shall, taken as a whole, be true and correct in all material respects; and no additional information shall have come to the attention of the Administrative Agent or the Lender Parties that is inconsistent in any material adverse respect with the Pre-Commitment Information or that could reasonably be expected to have a Material Adverse Effect. (h) The Borrower shall have paid all accrued fees of the Administrative Agent’s receipt of . (i) The Administrative Agent shall have received on or before the Effective Date the following, each of which shall be originals, facsimiles or PDFs dated such day (followed promptly by originals) unless otherwise specified), in form and substance satisfactory to the Lender Parties (unless otherwise specified) and (except for the Notes) in sufficient copies for each properly executed by a Responsible Officer of the BorrowerLender Party: (i) executed counterparts The Notes payable to the order of this Agreement satisfying the requirements of Section 11.10;Lenders. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving the Merger, this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a customary party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Merger, this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A copy of the charter of the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the Effective Date) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iv) A copy of a certificate of the Secretary or Assistant Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Effective Date, listing the charter of the Borrower attaching copies and each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's or such other Loan Party's charter on file in his office, (B) the Borrower and each other Loan Party have paid all franchise taxes to the date of such certificate and (C) the Borrower and each other Loan Party are duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (v) A copy of a certificate of incorporation the Secretary of State of each state where the Borrower and by-laws each other Loan Party has a place of business, dated reasonably near the Effective Date, stating that the Borrower is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; and (vi) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(j)(iii), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the Effective Date, a (C) the due incorporation and good standing certificate for it from of the Secretary of State Borrower and such other Loan Party as a corporation organized under the laws of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing executionDelaware, delivery and performance of this Agreement and the absence of any proceeding for the dissolution or liquidation of the Borrower, the Company or such other Loan Documents to which it is a party; and Party, (iiiD) a customary incumbency certificate in respect of each the truth of the officers of the Borrower who are authorized to sign this Agreement representations and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications warranties contained in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct as though made on and as of the Effective Date and there shall be no Default hereunder(E) the absence of any event occurring and continuing, and or resulting from the Borrower shall have delivered initial Borrowing occurring on the Effective Date, that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (evii) The A certificate of the Secretary or an Assistant Secretary of the Borrower shall have received and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (viii) An amended and restated security agreement in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower and each Subsidiary Guarantor, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein indorsed in blank, (B) signed originals of proper financing statements, to be filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name the Company as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the terms of the Security Agreement, (F) copies of the Assigned Agreements referred to in the Security Agreement, and (G) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken. (ix) An amended and restated pledge agreement in substantially the form of Exhibit E (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by Holding, together with (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (B) signed originals of proper financing statements, to be filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interest created under the Pledge Agreement, covering the Collateral, described in the Pledge Agreement, (C) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements field in the jurisdictions referred to in clause (B) above that name Holding as debtor, together with copies of such other financing statements, and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (x) a copy An amended and restated subsidiary guaranty in substantially the form of Exhibit F (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor. (xi) Certified copies of each of the fully Related Documents in existence on such date, duly executed Purchase Agreementby the parties thereto and in form and substance satisfactory to the Lender Parties, (y) a copy of the Business Combination Agreementtogether with all agreements, instruments and (z) a copy of the Offer Announcementother documents delivered in connection therewith, in each casecase certified by a Responsible Officer. (xii) Certificates, in substantially the form of Exhibit G, attesting to the Solvency of each Loan Party after giving effect to the Merger and the other transactions contemplated hereby, from its chief financial officer. (xiii) Evidence of insurance naming the Administrative Agent as insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance. (xiv) Certified copies of each employment agreement and other compensation arrangement with each executive officer of any Loan Party or any of its Subsidiaries. (xv) Certified copies of all Material Contracts of each Loan Party and its Subsidiaries, in each case certified by a Responsible Officer, to the extent not previously furnished. (xvi) A Borrowing Base Certificate. (xvii) A favorable opinion of Sullivan & Worcester, counsel for the Borrower anx Xxxxxxg, in substantially the form of Exhibit H hereto and as to such other matter as any Lender Party through the Administrative Agent may reasonably request. (xviii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the LendersAdministrative Agent.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is the Lender to make its Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerLender: (i) executed counterparts The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (1) copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement satisfying Agreement, the requirements of Section 11.10; (ii) a customary certificate Bank Note and the Third Supplemental Indenture, certified by an authorized official of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date; (2) certified copies of all approvals, a good standing certificate for it from the Secretary authorizations and consents of State any trustee, or holder of any indebtedness or obligation of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement Agreement, the Bank Note and the other Loan Documents to which it is a party; andIndenture and the transactions contemplated herein and therein; (iii3) a customary incumbency certificate in respect of each (A) the audited annual financial statements of the officers Authority for the Fiscal Year ended June 30, 2020, and a copy of the Borrower who are most recent budget of the Authority (such requirement to be satisfied if such information is available on the Authority’s website) and (B) the investment policy of the Authority; (4) an executed certificate of an authorized official of the Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the authorized officials authorized to sign this Agreement and the Bank Note and any other Loan Documents on its behalf documents to be delivered by it hereunder and who will, until replaced by another officer or officers duly will be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents Lender may rely until it receives a new such certificate; (5) an executed Authorized Representative Certificate; (6) an executed certificate dated the Effective Date and executed by an Authorized Representative, certifying that as of the transactions contemplated hereby and therebyEffective Date the Debt Service Coverage Ratio is equal to or greater than 130%; (7) an executed original or certified copy, as applicable, of each of the Program Documents; (8) an original executed Bank Note; and (9) an IRS Form W-9 duly completed by the Authority. (bii) All fees required by There shall not have occurred any change or any development involving a prospective change in the Loan Documents financial or operating condition of the Authority or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2020, provided to the Lender, that in the judgment of the Lender is material or adverse to the Lender. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (including fees payable on or prior iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date pursuant from Xxxxxx Xxxx, counsel to the Fee LettersAuthority, in form and substance reasonably satisfactory to the Lender and its counsel, which provides for, among other opinions, the following: (1) the execution, delivery and performance by the BorrowerAuthority of this Agreement, the Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses (including Attorney Costs) required to be paid require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and such execution, delivery and performance does not violate the Borrowerconstitution or laws of the State, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior this Agreement, the Bank Note and the Indenture have been duly authorized, executed and delivered and this Agreement and the Bank Note are valid, binding and enforceable against the Authority, and (3) such other matters as the Lender may reasonably request, in form and substance satisfactory to the Lender and its counsel. (iv) The following statements shall be true and correct on the Effective Date. (c) The Arrangers , and the Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan Authorized Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date., certifying that: (d1) The (A) the representations and warranties of the Borrower Authority contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be the Indenture, the Bank Note and this Agreement are true and correct on and as of the Effective Date as though made on and there as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be no Default hereunder, true and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction correct as of the condition precedent in this clause (dsuch earlier date). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.;

Conditions Precedent to Effective Date. The effectiveness This Agreement and the Commitments shall become effective as of this Agreement is subject the date hereof (the "Effective Date") upon the fulfillment of all of the following conditions precedent to the satisfaction of the following conditions precedentAgent and the Lenders: (a) The Administrative Agent’s receipt , on behalf of the Lenders, shall have received the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) This Agreement duly executed counterparts of this Agreement satisfying by the requirements of Section 11.10Borrower, each Lender and the Agent; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on A Revolving Note, dated the Effective Date, a good standing certificate for it from payable to the Secretary order of State each Lender in the amount of such Lender's Commitment and duly executed by the Borrower; (iii) A Swing Line Note, dated the Effective Date, payable to the order of the State Swing Line Lender in the amount of Delaware dated the Swing Line Subfacility and duly executed by the Borrower; (iv) The Subsidiary Guarantee, executed in favor of the Agent by each Domestic Subsidiary of the Borrower existing as of a recent date the Effective Date; (v) An opinion or opinions of counsel to the Borrower and the Guarantors in form and substance satisfactory to the Agent; (vi) A certified copy of the resolutions of its the Board of Directors authorizing execution, of the Borrower and the Guarantors the execution and delivery and performance of this Agreement and and/or the other Loan Documents to which it is they are a party; (vii) A copy of the charter documents and by-laws of the Borrower and the Guarantors, together with all amendments thereto, certified by the Secretary of the Borrower or such Guarantor, as applicable, as being true, complete and correct and in effect as of the Effective Date; (viii) An incumbency certificate of the Secretary, an Assistant Secretary or an Assistant Treasurer of the Borrower and the Guarantors certifying the names and true signatures of each officer of the Borrower and the Guarantors authorized to execute the Loan Documents; (ix) Certificates of good standing, existence or its equivalent for each of the Borrower and its Subsidiaries certified as of a recent date by the appropriate governmental authorities of its state of incorporation and the state where its headquarters is located; (x) By wire transfer of immediately available funds, the Borrower shall have paid to the Agent, on behalf of the Lenders, as applicable, all upfront fees and any other fees due and payable to the Lenders on or before the Effective Date; (xi) A certificate of an Authorized Officer of the Borrower, dated the Effective Date, certifying that the matters contained in clauses (b) and (c) of Section 4.2 hereof are true and correct; and (iiixii) a customary incumbency certificate in respect of each A certificate, executed by an Authorized Officer of the officers Borrower, demonstrating (based on preliminary financial information) in sufficient detail the Consolidated Leverage Ratio as of the Borrower who are authorized fiscal quarter ending December 31, 2001 giving effect on a Pro Forma Basis to sign this Agreement and any Acquisitions during such Fiscal Quarter (the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby"Pro Forma Closing Certificate"). (b) All fees required by The Borrower shall have delivered to the Loan Documents Agent and the Lenders (A) the Borrower's Form 10-K for the Fiscal Years ending June 30, 1999, 2000 and 2001 and Form 10-Q for the Fiscal Quarter ending September 30, 2001, and (B) such other financial information regarding the Borrower and its Consolidated Subsidiaries as the Agent or any Lender shall reasonably request; (c) By wire transfer of immediately available funds, the Agent shall have received the Administrative Fee due and payable to be paid (including fees payable the Agent on or prior to the Effective Date pursuant to the Administrative Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.Letter; (cd) The Arrangers By wire transfer of immediately available funds, Bank of America shall have received all documentation other fees due and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior payable to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct it on and as of the Effective Date and there shall be no Default hereunder, and in accordance with the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d).Administrative Fee Letter; and (e) The Borrower shall have received terminated the commitments under the Existing Credit Agreement and repaid in full (xor will, with the initial advance hereunder on the Effective Date, repay in full) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, loans and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersother amounts owing thereunder.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement becoming effective is subject to the satisfaction condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of the following conditions precedentsuch other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) The Administrative Agent’s receipt of original Loan Documents (other than the followingReaffirmation Agreement and the other Loan Documents to be delivered pursuant to Section 3.2), each duly executed by Borrower and each Subsidiary, as applicable; (b) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (c) a duly executed Fee Letter; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedBorrower and each Subsidiary is qualified to conduct business, each properly as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a certificate of Borrower in substantially the form of Exhibit F hereto executed by a Responsible Officer the Secretary of the Borrower: Borrower with appropriate insertions and attachments, including with respect to (i) executed counterparts the Operating Documents of this Agreement satisfying the requirements Borrower (which Certificate of Section 11.10; (ii) a customary certificate Incorporation of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from shall be certified by the Secretary of State of the State of Delaware Delaware) and (ii) the resolutions adopted by Borrower’s board of directors for the purpose of approving the transactions contemplated by the Loan Documents; (f) certified copies, dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and no earlier than thirty (iii30) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days days prior to the Effective Date., of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan, will be terminated or released; and (cg) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties payment of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as closing fee payable under the terms of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Fee Letter. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 4.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.15% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 4.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Lenders constituting the Majority Lenders, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 4.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, 007870-0083-Active.30486203.9 compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness obligation of this Agreement the Lender to make the first advance hereunder by way of a Loan or the issuance of a Letter of Credit is subject to and conditional upon the prior satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which Lender shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of have received all applicable internal approvals for the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10Credit Facility; (iib) a customary certificate the Lender will have received certified copies of the Secretary or Assistant Secretary Organizational Documents of each Restricted Party, the Borrower attaching copies of its certificate of incorporation resolutions authorizing the execution and by-laws as in effect on the Effective Datedelivery of, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementRestricted Party’s respective obligations under, the other Loan Documents and the transactions contemplated hereby herein, and thereby. (b) All fees required by a certificate as to the incumbency of the officers of the Restricted Parties executing the Loan Documents and any other documents to be paid (including fees payable on or prior to the Effective Date provided pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.provisions hereof; (c) The Arrangers shall except as otherwise agreed by the Lender, certificates of status or comparable certificates will have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, been delivered to the USA PATRIOT Act, Lender for each Restricted Party in each case that jurisdiction in which the Restricted Party is organized or has been requested in writing prior to the Effective Date.material assets; (d) The the Lender will have completed its due diligence with respect to the Restricted Parties, including a review of: (i) the organizational structure of the Borrower; (ii) the documents necessary for the Lender’s Know-Your-Client and Anti-Money Laundering requirements; (iii) environmental reports, if any, and due diligence with respect to each real Property owned or leased by a Restricted Party; (iv) the most recent financial statements and other financial information of the Restricted Parties; and (v) all Material Contracts and Material Licences of the Restricted Parties; and the results of such due diligence will be satisfactory to the Lender in its sole discretion; (e) except as otherwise agreed by the Lender, the Lender will have received certified copies of all shareholder, regulatory, governmental and other approvals required in order for the Borrower to enter into this Agreement and to perform its obligations hereunder; (f) releases, discharges, subordinations and postponements that are required in the discretion of the Lender (in registerable form where necessary) with respect to all Encumbrances affecting the collateral Encumbered by the Security that are not Permitted Encumbrances, if any, will have been delivered to the Lender; (g) certified copies of all Material Contracts of the Restricted Parties will have been delivered to the Lender; (h) the Lender will have received payment of all fees payable to the Lender that are due and payable at such time; (i) duly executed copies of the Security will have been delivered to the Lender, certificates representing all shares or other securities pledged (along with stock powers duly executed in blank) by the Restricted Parties will have been delivered to the Lender and all such Security will have been duly registered, filed and recorded in all Relevant Jurisdictions where required by Applicable Law or where the Lender considers it necessary, in its sole discretion, to do so; (j) a currently dated letter of opinion of Borrower’s Counsel as to such matters and in such form as Lender’s Counsel deems appropriate addressed to the Lender and to Lender’s Counsel will have been delivered to the Lender; (k) currently dated letters of opinion of local counsel for the Borrower as to such matters and in such form as Lender’s Counsel deems appropriate addressed to the Lender and to Lender’s Counsel will have been delivered to the Lender; (l) the Restricted Parties will have delivered to the Lender certificates of insurance acceptable to the Lender showing the Lender as additional insured and a loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security; (m) all representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other the Loan Document Documents shall be true and correct in all material respects as if made on and as of the Effective Date and there shall be such date; (n) no Default hereunderor Event of Default shall have occurred and be continuing; and (o) no Material Adverse Change shall have occurred and be continuing; provided that all documents and information delivered pursuant to this Section 3.01 must be in full force and effect, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersLender, acting reasonably.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Lenders’ Commitments shall not become effective hereunder until the satisfaction date (the “Effective Date”) on which each of the following conditions precedentshall be satisfied (or waived in accordance with Section 9.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt Agent shall have received each of the followingfollowing documents, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of dated the BorrowerEffective Date and in form and substance satisfactory to the Administrative Agent: (i) This Agreement, duly executed counterparts and delivered by each of this Agreement satisfying the requirements of Section 11.10;Borrowers. (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching Certified copies of its certificate of incorporation (w) the charter and by-laws as in effect of each Borrower, (x) the resolutions of the board of directors (or equivalent governing body) of each Borrower authorizing and approving this Agreement, the Guaranty and the Notes and the transactions contemplated by the Loan Documents, (y) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (z) a long form good standing certificate (or its equivalent) for each such Borrower from its jurisdiction of organization. (iii) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder. TERM LOAN AGREEMENT FMC CORPORATION (b) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and due on the Effective Date and all expenses for which invoices have been presented at least two Business Days prior to the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, amounts then payable under the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (dAgency Fee Letter). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction date on which each of the following conditions precedentis satisfied or waived in writing by Agent and the Lenders: (a) The Administrative Agent’s receipt of the following, each of which This Agreement shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the each Borrower: (i) , Obligor, Agent and Lenders, and counterparts hereof as so executed counterparts of this Agreement satisfying the requirements of Section 11.10shall have been delivered to Agent; (iib) Agent shall have received an affirmation and consent from each Obligor in form, scope and substance reasonably satisfactory to Agent; (c) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a customary certificate knowledgeable Senior Officer of Obligors certifying that, after giving effect to the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation initial Loans and by-laws as in effect transactions hereunder occurring on the Effective Date, (i) the Obligors (taken as a good standing whole) are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; (d) Agent shall have received a certificate for it from of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) that the charter documents of each Obligor have not been amended or modified since the Restatement Effective Date, or if any such charter documents have been so amended or modified, Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization; (e) Agent shall have received good standing certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of Delaware dated as such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (f) Agent shall have received a recent date written opinion of Xxxxxxxx & Xxxxx LLP in form and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents substance reasonably satisfactory to which it is a partyAgent; and (iiig) a customary incumbency certificate in respect Borrowers have paid all reasonable out-of-pocket fees and expenses of each Agent and of the officers of the Borrower who are authorized legal counsel to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for Agent that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable have been invoiced on or prior to the Effective Date pursuant to in connection with the Fee Letters) by the Borrowerpreparation, negotiation, execution and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Datedelivery of this Agreement. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement Each Lender’s obligation to commit to make (but not fund) a Term Loan is subject to the satisfaction of the following conditions precedent:precedent that Administrative Agent and each Lender shall have received (or shall have consented to in writing waive), in form and substance reasonably satisfactory to Administrative Agent): (a) The this Agreement, the Pledge Agreement, the IP Security Agreement, the Closing Date Acquisition Collateral Assignment Agreement and such other Loan Documents as requested by Administrative Agent prior to the Effective Date, each duly executed by each applicable Loan Party; (b) [reserved]; (c) a completed Perfection Certificate for each of the Loan Parties (including Borrower and assuming the Closing Date Acquisition has been consummated in accordance with the terms of the Closing Date Acquisition Documents as of the Effective Date); (d) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Administrative Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released on or prior to the Closing Date; (e) UCC financing statements for each appropriate jurisdiction as is necessary, in Administrative Agent’s receipt discretion, to prefect Administrative Agent’s Lien in the Collateral; (f) [reserved]; (g) [reserved]; (h) a duly executed legal opinion of counsel to each Loan Party dated as of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower:Effective Date in form and substance reasonably satisfactory to Administrative Agent; (i) a payoff letter executed counterparts by each applicable financing source requested by Administrative Agent and required to be repaid on the Effective Date pursuant to the terms of this Agreement satisfying the requirements of Section 11.10Agreement; (iij) a customary certificate subordination agreement with each applicable financing source or holder of Indebtedness of any of the Secretary or Assistant Secretary Loan Parties requested by Administrative Agent that is required to be subordinated to the Obligations pursuant to the terms of this Agreement; (k) [reserved]; (l) the Borrower attaching copies of its certificate of incorporation Organization Documents and by-laws as in effect on the Effective Date, a good standing certificate for it from certificates of each Loan Party certified by the Secretary of State (or equivalent agency) of the State such Loan Party’s jurisdiction of Delaware dated organization or formation, each as of a recent date and no earlier than thirty (30) days prior to the Effective Date; (m) a copy of resolutions of its Board the governing body for each Loan Party evidencing approval of Directors authorizing executionthe Term Loans and other transactions evidenced by the Loan Documents; (n) duly executed officer’s certificates for each Loan Party certifying as to (i) the incumbency of each Responsible Officer executing each Loan Document and (ii) the documents delivered pursuant to Section 3.1(l) and 3.1(m), delivery in a form reasonably acceptable to Administrative Agent; (o) the representations and performance warranties set forth in Section 5 (other than Section 5.13) shall be true, accurate and complete in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respect after giving effect to such materiality qualification) as of the Effective Date provided, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (p) no Default or Event of Default shall exist; (q) evidence reasonably satisfactory to Administrative Agent that all members, board of directors, governmental, shareholder, material third party consents and other approvals necessary in connection with entering into this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of consummating each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.to be consummated on the Effective Date have been obtained or waived; (br) All fees required delivery of a duly authorized officer’s certificate, executed by each Loan Party, (i) certifying to matters set forth in clauses (o), (p) and (q) above and (ii) certifying and attaching as to delivery to Administrative Agent of true, correct and complete copies of the Loan Documents Closing Date Acquisition Agreement and each other Closing Date Acquisition Document executed prior to or as of the Effective Date (the Closing Date Acquisition Agreement and all exhibits thereto and each other Closing Date Acquisition Document shall be in form, scope and substance reasonably satisfactory to Administrative Agent)(it being acknowledged that Borrower may deliver the fully executed copies of the Closing Date Acquisition Agreement and each other Closing Date Acquisition Document to be paid (including fees payable executed on or prior to the Effective Date pursuant to and the Fee Lettersforms of each of the exhibits thereto and other documents identified therein for which forms have been negotiated within five (5) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to Business Days of the Effective Date shall have been paid, and Borrower hereby directs Administrative Agent to append such documents to the extent that such invoices have been presented to the Borrower at least two officer’s certificate identified in this clause (2) Business Days prior to the Effective Date.r)); (cs) The Arrangers Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to Parent and its Subsidiaries under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been regulations and requested in writing by Administrative Agent and Lenders at least five (5) Business Days prior to the Effective Date.; (dt) The representations such other documents, certificates, instruments, and warranties affidavits as Administrative Agent requested prior to the Effective Date; (u) receipt of confirmation by Administrative Agent that all costs, fees and expenses due to any affiliate of Administrative Agent under the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document Engagement Letter shall be true and correct on and as of have been paid prior to the Effective Date and there shall be no Default hereunderhereof; and (v) payment to Administrative Agent, for the account of Administrative Agent and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction Lenders, of the condition precedent Lxxxxxx’ Expenses as specified in this clause (d)Section 2.4 hereof. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to This Amendment shall be effective on the satisfaction date (the “Effective Date”) upon which Administrative Agent receives each of the following conditions precedentitems: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying Amendment executed by the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective DateCompany, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing executionAdministrative Agent, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.Lenders; (b) All fees required a restated Revolver Note payable to each Revolver Lender that so requests; (c) a restated Term Loan Note payable to each Term Loan Lender that so requests; (d) the Guarantors’ Consent and Agreement executed by the Loan Documents to be paid each Guarantor; (including e) payment of all fees payable on or prior to the Effective Date pursuant to the Credit Agreement and Fee LettersLetter (as amended by that certain Fee Letter Amendment dated of even date hereof); (f) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to a certificate of each Company dated as of the Effective Date shall have been paidsigned by a Responsible Officer of Borrower and each Guarantor (A) certifying and attaching the resolutions adopted by each such entity approving or consenting to this Amendment, and (B) in the case of Borrower, certifying that, before and after giving effect to this Amendment, (1) the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties contained in Section 8 of the Borrower contained in ARTICLE V (other than Section 5.14) or any Credit Agreement and the other Loan Document shall be Papers are true and correct on and as of the Effective Date and there shall be no Default hereunderDate, and the Borrower shall have delivered a certificate from a Responsible Officer certifying except to the satisfaction extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreementsuch earlier date, and (z2) a copy no Default or Potential Default exists or would result from this Amendment; (g) Legal opinions of in-house counsel to the Restricted Companies and Xxxxxx, Xxxx & Xxxxxxxx, LLP, special New York counsel to the Restricted Companies, each in form and substance satisfactory to Administrative Agent; and (h) evidence that all conditions precedent to the consummation of the Offer AnnouncementPeak Resorts Acquisition other than the payment of consideration thereunder using the proceeds of the Term Loans and such other conditions that can only be satisfied substantially concurrently with the closing of the Peak Resorts Acquisition have been satisfied, together with executed copies of the Peak Resorts Acquisition Agreement and any material agreement related thereto, in each case, in form and substance satisfactory to the LendersAdministrative Agent and its counsel.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, Agreement and any amendments thereto and (z) a copy of the Offer Announcementfully executed Convertible Bonds Purchase Agreement, , in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness Amendment No. 6 shall be effective as of this Agreement is subject to the satisfaction Effective Date, which date shall be the date upon which all of the following conditions precedentshall be satisfied: (a) The the Administrative Agent shall have received copies of this Amending Agreement No. 6 executed by the Borrower, the Guarantor, the Administrative Agent’s receipt , and the Administrative Agent on behalf of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10Majority Lenders; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents Borrower shall have undertaken to be paid (including fees payable on or prior deliver to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the Arrangers or any Lender prior HCN Offering, a confirmation of guarantees and security by each of the Borrower, the Guarantor and each other Global Group Entity in form and substance reasonably satisfactory to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.Administrative Agent; (c) The Arrangers the Borrower shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsundertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, including, without limitation, the USA PATRIOT Actand, in each case that has been requested in writing prior any event, before closing of the HCN Offering, a certified copy of (i) the charter documents and by-laws of the Borrower and the Guarantor; (ii) the resolutions of the board of directors (or any duly authorized committee thereof) of the Borrower approving this Amending Agreement No. 6 and the completion of all transactions contemplated thereunder; and (iii) all other instruments evidencing necessary corporate action of the Borrower and the Guarantor and of any required Authorization with respect to the Effective Date.such matters; (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in secretary or an assistant secretary of the Borrower and of the Guarantor certifying the names and true signatures of its respective officers authorized to sign this clause (d).Amending Agreement No. 6 manually or by mechanical means; (e) The the Borrower shall have received (x) undertaken to deliver to the Administrative Agent within a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance period satisfactory to the LendersAdministrative Agent, and, in any event, before closing of the HCN Offering, certificates of compliance with respect to the Borrower and the Guarantor issued by Industry Canada; (f) the Borrower shall have undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, favourable opinions of counsel to the Borrower and the Guarantor concerning corporate existence of the Borrower and the Guarantor, due authorization, execution and enforceability of this Amending Agreement No. 6 and such as other matters as may reasonably be required by legal counsel to the Administrative Agent; and (g) the Borrower shall have undertaken to deliver to the Administrative Agent within a period satisfactory to the Administrative Agent, and, in any event, before closing of the HCN Offering, such other certificates and documentation as it may reasonably request.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is the Bank to make the Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerBank: (i) The Bank shall have received a fully executed counterparts original of this Agreement satisfying and the requirements original Notes, duly issued by the Agency, and confirmation that the Notes are not held book-entry, that no CUSIP number has been assigned to the Notes, that the Notes are not rated and that the Notes are in a single denomination and is not divisible or transferable except to a bank, financial institution or a qualified investor and fully executed and full executed originals of Section 11.10;the other Loan Documents or acknowledged copies of such other Loan Documents certified by an Authorized Representative as true, correct and complete copies thereof, and certifying that such documents were duly issued, adopted or executed and delivered, have not been modified, amended or rescinded and are in full force and effect on and as of the Effective Date. (ii) The Bank shall have received a customary certificate copy of the Secretary Resolution of the Agency authorizing the execution and delivery of this Agreement, the Notes and the other Loan Documents, certified as of the Effective Date by an Authorized Representative. (iii) The Bank shall have received certified copies of all approvals, authorizations and consents of any trustee, or Assistant holder of any indebtedness or obligation of the Agency or any governmental agency or public authority, necessary for the Agency to enter into each of the Loan Documents and the transactions contemplated herein and therein. (iv) The Bank shall have received certified copies of the Agency’s JPA Agreement (including all amendments thereto and specifically including the second amendment thereto approving the name change for the Agency to Monterey One Water) and all legally required filings relating to the Agency, including without limitation, the most recent “Roster of Facts, Public Agencies” and the most recent “Notice of Joint Powers Agreement” with the California Secretary of State, and each certified by the Borrower attaching copies California Secretary of its certificate State not more than thirty (30) days prior to the Effective Date and otherwise in form reasonably acceptable to the Bank. (v) The Bank shall have received an opinion addressed to the Bank and dated the Effective Date of incorporation counsel to the Agency as to the due authorization, execution and by-laws delivery, validity and enforceability with respect to the Agency of this Agreement and the Notes and the other Loan Documents, and such other matters as the Bank may reasonably request, in effect form and substance satisfactory to the Bank. (vi) The following statements shall be true and correct on the Effective Date, and the Bank shall have received a good standing certificate for it from incorporating by reference the Secretary of State definitions of the State of Delaware capitalized terms defined in this Agreement, signed by an Authorized Representative, dated as of a recent date the Effective Date, certifying the name, incumbency and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect specimen signature of each of the officers of the Borrower who are individual authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the Notes and the other Loan Documents and the transactions contemplated hereby other documents or certificates to be delivered by the Agency pursuant hereto or thereto, on behalf of the Agency, and therebyof each individual authorized to act on behalf of the Agency for purposes of this Agreement, on which the Bank may conclusively rely until a revised certificate is similarly delivered and as to the matters set forth in Sections 2.3(a)(xiii), (xiv), (xv) and (xvi) hereof. (bvii) All fees required by The Bank shall have received an opinion addressed to the Loan Documents to be paid (including fees payable on or prior to Bank and dated the Effective Date pursuant of bond counsel as to the Fee Letters) by due authorization, execution and delivery, validity and enforceability with respect to the BorrowerAgency of this Agreement and the Notes and of the pledge of and subordinate lien on the Net Revenues and the pledge of and senior lien on the other Collateral to secure the Payment Obligations as described in Section 4.1 hereof, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agenteffect that the interest on the Tax-Exempt Revolving Loans is excludable from gross income for federal income tax purposes and such other matters as the Bank may reasonably request, in form and substance satisfactory to the Arrangers or any Lender prior Bank. (viii) The Bank shall have received such authorization documents, certifications, incumbency certificates and opinions with respect to the other parties to the transactions as the Bank may reasonably request, in form and substance satisfactory to the Bank. (ix) The Bank shall have received evidence satisfactory to the Bank that as of the Effective Date the only Net Revenue Debt are the Series 2012 Bonds, the Series 2013 Bonds, the Bureau Loan (but only so long as the Agency’s Xxxxxxx Valley Reclamation Project is included as part of the Wastewater System) and the PWMGRP SRF Loan. (x) The Bank shall have been paid, received certified copies of the proceedings of the Board of Directors of the Agency approving all rate adjustments to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to become effective after the Effective Date. (cxi) The Arrangers Bank shall have received evidence satisfactory to the Bank that the Agency maintains with responsible insurers all documentation and other information such insurance on the Wastewater System required by regulatory authorities under applicable “know your customer” Section 7.13 hereof and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior evidence satisfactory to the Effective DateBank that the Bank will receive thirty (30) days’ prior written notice of any cancellation of any such insurance policy and evidence satisfactory to the Bank that all premiums necessary to be paid for the effectiveness of such insurance have been paid by the Agency. (dxii) The representations and warranties of the Borrower Agency contained in ARTICLE V (each of the Loan Documents and each certificate, letter, other than Section 5.14) writing or any other Loan Document shall be instrument delivered by the Agency to the Bank pursuant hereto or thereto are true and correct on and as of the Effective Date as though made on and as of such date. (xiii) No Default or Event of Default has occurred and is continuing or would result from the execution and delivery of this Agreement or the making of the Commitment. (xiv) Since the most current date of the information, financial or otherwise, supplied by the Agency to the Bank, there has been no change in the assets, liabilities, financial position or results of operations of the Agency which might reasonably be anticipated to cause a Material Adverse Effect and the Agency has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (xv) The Bank shall have received certified copies of the final executed PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents and the final executed Proposition 1 Storm Water Grant Documents and evidence of eligibility to receive proceeds of the PWMGRP SRF Loan, Proposition 1 Water Recycling Funding Program Construction Grant Monies and Proposition 1 Storm Water Grant Monies. (xvi) All necessary action on the part of the Agency shall have been taken as required for the valid pledge of and subordinate lien on the Net Revenues and the pledge of and senior lien on the other Collateral to secure the Payment Obligations as described in Section 4.1 hereof. (xvii) The Bank shall be no Default hereunderreasonably satisfied that, in connection with the preparation, issuance, execution, delivery and filing of this Agreement, the Notes and the Borrower other Loan Documents, the fee of the California Debt and Investment Advisory Commission, if any, shall have delivered a certificate from a Responsible Officer certifying been paid and that payment will be made to the satisfaction Bank promptly after demand therefor after the Effective Date of fees and disbursements of the condition precedent in this clause Bank’s counsel (dfor disbursement by the Bank to its counsel). (exviii) All other legal matters pertaining to the execution and delivery of each of the Loan Documents and the adoption and implementation of the Resolution shall be reasonably satisfactory to the Bank and its counsel. (xix) The Borrower Bank shall have received evidence that all required filings with the California Debt and Investment Advisory Commission have been or will be made. (xxx) The Bank shall have received a copy certificate of the fully Agency, that (i) the Existing Agreement is no longer in effect and that all Payment Obligations owing to Bank of the West under the Existing Agreement have been paid in full and (ii) evidence that the Existing Note has been terminated. (xxi) The Bank shall have received such other documents, certificates, opinions (including reliance letters), approvals (and if requested by the Bank, certified duplicates of executed Purchase copies of such approvals) and filings with respect to this Agreement, (y) a copy of the Business Combination Agreement, Notes and (z) a copy of the Offer Announcement, in each caseother Loan Documents as the Bank may reasonably request, in form and substance satisfactory to the LendersBank.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 4.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.15% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 4.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Lenders constituting the Required Lenders, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 4.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Acquisition End Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as written evidence (which may include electronic transmission of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance signed signature page of this Agreement and the other Loan Documents to which it is Agreement) that each party hereto has signed a party; and (iii) a customary incumbency certificate in respect counterpart of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required together with a Note executed by the Loan Documents Borrower with respect to be paid (including fees payable on or prior to each Lender that has requested the Effective Date same pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Section 2.19 at least two (2) 5 Business Days prior to the Effective Date. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Arrangers Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) The Administrative Agent shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulations, including, without limitation, Money Laundering Laws to the USA PATRIOT Act, in each case that has been extent reasonably requested in writing at least 10 Business Days prior to the Effective Date. (dg) The representations All costs, fees, expenses (including, without limitation, legal fees and warranties of expenses) to the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of extent invoiced at least two Business Days prior to the Effective Date and there shall be no Default hereunderthe fees contemplated by the Fee Letter payable to the Arrangers, and the Borrower Administrative Agent or the Lenders shall have delivered a certificate from a Responsible Officer certifying been paid on or prior to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer AnnouncementEffective Date, in each case, in form and substance satisfactory to the Lendersextent required by the Fee Letter or this Agreement to be paid on or prior to the Effective Date. (h) The Acquisition shall have been (or, substantially contemporaneously with the Effective Date, shall be) consummated pursuant to the Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers thereto agreed to by the Borrower or Merger Sub that in each case are materially adverse to the interests of the Lenders or the Administrative Agent, unless the Administrative Agent shall have provided written consent thereto (it being understood that any change in the purchase consideration of less than 10% in respect of the Acquisition will be deemed not to be materially adverse to the Lenders and the Administrative Agent). (i) Except (i) as disclosed in any Specified Company SEC Document; provided that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to be an exception for the purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Target Disclosure Letter, since December 31, 2016, there has not been any effect, change, condition, fact, development, occurrence or event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect. (j) The Administrative Agent shall have received, to the extent required by it, (i) audited financial statements of each of the Borrower and the Acquired Business for each of their respective three most recent fiscal years ended at least 60 days prior to the Effective Date; (ii) unaudited financial statements of each of the Borrower and the Acquired Business for any quarterly (other than the fourth fiscal quarter) interim period or periods ended after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 40 calendar days prior to the Effective Date and (iii) customary pro forma financial statements, in each case meeting the requirements of Regulations S-X under the Securities Act but in each case only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, as applicable, of Regulation S-X. It is understood and agreed that the Borrower’s or the Acquired Business’s public filing with the SEC of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this clause (j). It is understood and agreed that the financial statements referred to in clause (i) related to each such fiscal year ended prior to April 23, 2017, have been received. (k) The Administrative Agent shall have received (in each case dated as of the Effective Date) (i) an officer’s certificate from the Borrower that the condition precedent contained in Sections 3.01(h) and 3.01(l) has been satisfied as of the Effective Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (l) Substantially contemporaneously with the Effective Date, all amounts accrued and outstanding under the Existing Credit Agreements shall have been paid in full and the commitments thereunder shall have been terminated.

Conditions Precedent to Effective Date. The effectiveness obligation of this Agreement the Lenders to make each Loan and of the Issuing Bank to issue each Letter of Credit, including the initial Loan and the initial Letter of Credit, is subject to the satisfaction fulfillment (or adequate provision for fulfillment or waiver reasonably satisfactory to the Agents) of the following conditions precedent: (a) The Administrative Agent’s receipt of Agents (or their counsel) shall have received from each party hereto other than the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Lenders a Responsible Officer of the Borrower: (i) executed counterparts counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; such party (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as which may include telecopy transmission of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance signed signature page of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby). (b) The Agents shall have received a favorable written opinion (addressed to each Agent and the Lenders and dated the Effective Date) of (i) Weil, Gotshal & Xxxxxx LLP, bankruptcy counsel for the Loan Parties substantially in the form of EXHIBIT E-1 and (ii) Xxxx Xxxxxxxx, inhouse assistant general counsel for Footstar Corporation; in the form of EXHIBIT E-2; in each case substantially the same in form and substance as the opinions delivered in connection with the Existing Credit Agreement. The Borrowers hereby request such counsel to deliver such opinions. (c) All fees required motions and other documents to be filed with and submitted to the Bankruptcy Court in connection with this Agreement and the approval hereof shall be satisfactory in form and substance to the Agents. All service and notice requirements in connection therewith shall have been timely complied with and such requirements have been fulfilled in accordance with all applicable laws and rules. An amended Final Borrowing Order reasonably acceptable to the Agent shall have been entered in the Reorganization Cases, which order shall not have been stayed, modified, appealed, reversed or otherwise affected. (d) The Agents shall have received good standing certificates from each of the Borrowers and certificates of the secretary or assistant secretary of each of the Borrowers, certifying as to the legal existence of the Loan Parties and as to resolutions authorizing the transactions contemplated by this Agreement and other legal matters relating to each of the Borrowers, and stating that the charters and bylaws of each of the Borrowers certified in connection with the closing of the Original Credit Agreement and the Existing Credit Agreement remain unmodified and in full force and effect; PROVIDED THAT prior to the Final Borrowing Order the Agents shall have received such additional documents and certificates as the Agents or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby, all in form and substance reasonably satisfactory to the Agents and their counsel. (e) The Agents shall have received a Borrowing Base Certificate dated the Effective Date, relating to the end of the most recent fiscal week required to be paid delivered pursuant to Section 6.1(e), in each case executed by a Financial Officer of the Lead Borrower. (including f) The Agents shall be reasonably satisfied that, subject to the qualifications in Section 4.11, (i) any financial statements or other materials delivered to them contain no material misstatements of fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading, (ii) any financial statements delivered to them fairly present the business and financial condition of the Lead Borrower and its Subsidiaries, and (iii) except for the commencement of the Reorganization Cases and transactions approved by the Bankruptcy Court, there has been no change in the assets, business, financial condition, income or prospects of the Lead Borrower and its Subsidiaries since the date of the most recent financial information delivered to the Agents that would reasonably be likely to result in a Material Adverse Effect. (g) All fees payable on due at or prior to immediately after the Effective Date pursuant and all costs and expenses incurred by the Agents in connection with the establishment of the credit facility contemplated hereby (including the fees and expenses of counsel to the Fee LettersAgents) by shall have been paid in full. (h) The consummation of the Borrowertransactions contemplated hereby shall not (a) violate any applicable law, statute, rule or regulation, or (b) result in a default or event of default under any Material Agreement, and all invoiced expenses (including Attorney Costs) required the Agents and the Lenders shall receive a satisfactory opinion of Loan Parties' counsel to be paid by that effect. No event shall exist which is, or solely with the Borrower, to the Administrative Agentpassage of time, the Arrangers giving of notice or both, would be a default under any Material Agreement which would reasonably be likely to result in a Material Adverse Effect. (i) No material changes in governmental rules or regulations existing (or proposed and reasonably likely to take effect), which would materially adversely affect the Loan Parties, the Agents, or any Lender prior to the Effective Date involved in this transaction shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days occurred prior to the Effective Date. (cj) The Arrangers Agents shall have received all documentation third party waivers and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsconsents, includingif necessary, without limitationfor the execution, delivery or performance of the USA PATRIOT ActLoan Documents, in each case that has been requested in writing prior form reasonably acceptable to the Effective DateAgents. (dk) The representations After giving effect to the Loans to be made and warranties Letters of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall Credit to be true and correct issued hereunder on and as of the Effective Date and there the application of the proceeds thereof, Excess Availability shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)at least $40,000,000. (el) The Borrower shall Except for in connection with the Reorganization Cases, the absence of any actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting any Loan Party which have received (x) a copy not been stayed by the commencement of the fully executed Purchase Agreement, (y) Reorganization Cases the result of which would reasonably be likely to result in a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersMaterial Adverse Effect.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2007 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 5.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) [RESERVED]. (f) The Borrower Agent shall have received (x) a copy of on or before the fully executed Purchase AgreementEffective Date the following, (y) a copy of each dated the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each caseEffective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of a duly authorized officer of the Borrower dated the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) as of the end of the fiscal quarter most recently ended prior to the Effective Date as to which financial statements are referred to in Section 5.01(e) or, if later, for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g).

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject No Lender shall be required or obligated to make any Advance, and no Issuing Bank shall be required or obligated to make L/C Credit Extensions, in each case until the satisfaction of first Business Day (the “Effective Date”) on which the following conditions precedent:precedent have been satisfied (or waived, as evidenced by an “effective date” notice to the Borrower from each Issuing Bank and the Administrative Agent), as determined by each Lender and each such Issuing Bank (provided that if the Effective Date does not occur on or before March 31, 2010, the Commitments of the Lender Parties shall terminate on such date): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, originals or facsimiles or PDFs (followed promptly by originals) (unless otherwise specified), each properly executed by a Responsible Officer of the Borrower:, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Lender Parties (unless otherwise specified) and in sufficient copies for each Agent and the Borrower (unless otherwise specified): (i) five (5) executed counterparts of this Agreement satisfying the requirements of Section 11.10Agreement; (ii) a customary certificate of to the Secretary or Assistant Secretary extent requested, duly executed Notes of the Borrower attaching for the account of each Lender that has so requested complying with the provisions of Section 2.14; (iii) certified copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State resolutions of the State board of Delaware dated as directors of a recent date the Borrower approving the Transactions and resolutions of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the other Loan Documents each Financing Document to which it the Borrower is or is to be a party; and, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Financing Document to which the Borrower is or is to be a party; (iiiiv) copies of a certificate of the Secretary of States of Maryland and Virginia, dated on or no earlier than 15 days before the Effective Date, certifying (A) as to a true and correct copy of the certificate of formation of the Borrower and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such certificate on file in such Secretary’s office, (2) the Borrower has paid all franchise taxes to the date of such certificate and (3) the Borrower is duly formed and in good standing or presently subsisting under the laws of the States of Maryland and Virginia; (v) copies of a certificate of the Secretary of State of each jurisdiction (other than the jurisdiction of its formation) set forth in Schedule 3.01(a) which shall be each jurisdiction where the Borrower conducts a material portion of its business, on or no earlier than 30 days before the Effective Date, stating that the Borrower is duly qualified to do business and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate, as applicable; (vi) a customary incumbency certificate signed on behalf of the Borrower by its secretary or any assistant secretary (the statements made in respect which certificate shall be true on and as of the Effective Date), certifying (A) as to a true and correct copy of the Constituent Documents of the Borrower as of the Effective Date and each amendment to its Constituent Documents, if any, from the date on which the resolutions referred to in Section 3.01(a)(iii) were adopted to the Effective Date, (B) the absence of any proceeding for the dissolution or liquidation of the Borrower and (C) the names and true signatures of the officers of the Borrower who are authorized to sign this Agreement each Financing Document to which it is or is to be a party and the other Loan Documents on its behalf documents to be delivered hereunder and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.thereunder; (bvii) All fees required forecasts prepared by management of the Loan Documents Borrower of balance sheets, income statements and cash flow statements of the Borrower reasonably acceptable to the Administrative Agent on a consolidated basis for each fiscal year commencing with the fiscal year ending December 31, 2009 through the fiscal year ending December 31, 2012 to Lenders who agree to be paid (including fees payable on or prior bound by customary confidentiality and non-disclosure agreements satisfactory to the Effective Date pursuant to the Fee LettersBorrower; (viii) by a legal opinion of Xxxxxx & Xxxxxx LLP, counsel for the Borrower, as to such matters as the Administrative Agent may reasonably request; (ix) legal opinions of Hunton & Xxxxxxxx LLP and all invoiced expenses (including Attorney Costs) required DLA Piper LLP, local counsel to be paid by the Borrower, as to such matters as the Administrative Agent may reasonably request; (x) a certificate signed by a Responsible Officer of the Borrower to the Administrative Agent, effect that (A) the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (Article IV and each other than Section 5.14) or any other Loan Financing Document shall be are true and correct on and as of the Effective Date and there (B) No Default has occurred and is continuing; and (xi) audited Consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending December 31, 2008 and unaudited financial statements for the fiscal quarter periods ended March 31, 2009, June 30, 2009 and September 30, 2009. (b) All material Governmental Approvals and third party consents and approvals or waivers necessary in connection with the Transactions shall have been obtained and shall be no Default hereunderin full force and effect, and the Borrower Administrative Agent shall have delivered a certificate from a Responsible Officer certifying received evidence satisfactory to it that the foregoing have been accomplished. (c) Except for Disclosed Matters as of the date hereof, since December 31, 2008, there shall not have occurred any Material Adverse Change. (d) All Taxes (i) due and payable on or prior to the satisfaction Effective Date by the Borrower or any of its Subsidiaries in connection with the execution, delivery, filing, recording or admissibility in evidence of the condition precedent Financing Documents or to ensure the legality, validity, enforceability or admissibility in evidence of the Financing Documents and (ii) due and payable on or prior to the Effective Date by the Borrower or any of its Subsidiaries in connection with the consummation of the transactions contemplated by, and the performance of, the Financing Documents shall, in the case of clauses (i) and (ii) of this clause (dSection 3.01(d), have been duly paid in full. (e) The Borrower shall have received (x) a copy paid all accrued fees of the fully executed Purchase AgreementAdministrative Agent, (y) a copy the Lender Parties and the Arranger Parties and all accrued expenses of the Administrative Agent and the Arranger Parties to the extent invoiced at least five Business Combination AgreementDays prior to the Effective Date. (f) The Borrower shall have received a senior unsecured long-term investment-grade rating (or, in the absence thereof, an issuer rating) from each of S&P, Xxxxx’x & Fitch. (g) The Borrower shall have duly obtained or been assigned and there shall be in full force and effect in the name of the Borrower, and not subject to any current legal proceeding (z) a copy including any Environmental Claim), waiting period or appeal or to any unsatisfied condition that would reasonably be expected to allow material modification, expiration or revocation of, and all applicable appeal periods shall have expired with respect to, all material Applicable Permits required under Applicable Law or Environmental Law to be obtained by the Borrower as of the Offer AnnouncementEffective Date for the then-current stage of development of the TrAIL Transmission Line, except for any Permit or Environmental Permit the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect. Such Applicable Permits shall not be subject to any restriction, condition, limitation or other provision that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. With respect to any Permit or Environmental Permit not yet obtained, no facts or circumstances exist, in each casethe reasonable judgment of the Borrower, in form and substance satisfactory which indicate that any such Permit or Environmental Permit will not be obtainable prior to the Lenderstime that such Permit or Environmental Permit becomes an Applicable Permit.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, Agent (or its counsel) shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: party hereto either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed a counterpart of this Agreement. (b) All fees required and other amounts then due and payable by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, Consolidated Group to the Administrative Agent, the Arrangers Arranger and the Lenders under the Loan Documents or pursuant to the Agency Fee Letter and the Fee Letter and any Lender other fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced by the relevant person at least one Business Day prior to the Effective Date shall have been paid, and to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the Transactions and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of organization of the Borrower; (iii) A customary certificate of the Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other documents to be delivered by it hereunder; and (iv) A favorable opinion letter of Kxxxxxxx & Exxxx LLP in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior relating to the Borrower. (e) On the Effective Date. , (dx) The no Default has occurred and is continuing and (y) each of the representations and warranties of set forth in Section 4.01 are true and correct in all material respects (except to the Borrower contained extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in ARTICLE V (other than Section 5.14) or any other Loan Document which case such representations and warranties shall be true and correct in all respects) as of the Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date. (f) The commitments under the Existing Credit Agreement shall have been, or substantially concurrently with the occurrence of the Effective Date shall be, terminated in their entirety and there no advances or other obligations thereunder (other than contingent obligations as to which no claim has been asserted) shall remain outstanding. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 8.01), and such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction binding evidence of the condition precedent in this clause (d)occurrence thereof. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to Effective Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the followingSince May 31, each of which 2008 there shall not have occurred and be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebycontinuing any Material Adverse Effect. (b) All fees required by governmental and third party consents and approvals necessary in connection with the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date transactions contemplated hereby shall have been paid, obtained (without the imposition of any conditions that are not acceptable to the extent Lenders in their reasonable discretion) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that such invoices have been presented to restrains, prevents or imposes materially adverse conditions upon the Borrower at least two (2) Business Days prior to the Effective Datetransactions contemplated hereby. (c) The Arrangers Borrower shall have received paid all documentation reasonable invoiced fees and other information out-of-pocket expenses of the Agent and the Lenders (including the reasonable invoiced fees and expenses of counsel to the Agent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthis Agreement), including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the extent invoices therefor have been received at least one Business Day before such Effective Date. (d) On the Effective Date, the following statements shall be true and the Agent shall have received on behalf of the Lenders a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be 5.01 are true and correct on and as of the Effective Date Date, and (ii) No event has occurred and there shall be no Default hereunder, and the Borrower shall have delivered is continuing that constitutes a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Default. (e) The Borrower shall have received (x) a copy paid all principal, interest, fees and other amounts which are unpaid and accrued under the Existing Credit Agreement as of the fully executed Purchase Effective Date, and shall have terminated all commitments under the Existing Credit Agreement (or such commitments shall have terminated) effective on or prior to the Effective Date (and Wachovia, in its capacity as administrative agent under the Existing Credit Agreement and each Lender that is also a “Lender” under the Existing Credit Agreement hereby (i) waives any requirement of prior written notice of the prepayment of any “Advances” or termination of “Commitments” under the Existing Credit Agreement, in each case as defined therein, and (yii) a copy agrees that the occurrence of the Business Combination Effective Date hereunder shall be deemed notice by the Borrower of the prepayment of any “Advances” and termination of the “Commitments” under the Existing Credit Agreement, and (z) a copy hereby amends, by agreement with Borrower, the provisions of the Offer AnnouncementExisting Credit Agreement to the extent necessary to effect such result). (f) The Agent shall have received on or before the Effective Date the following, in each casedated the Effective Date, in form and substance satisfactory to the LendersAgent: (i) A Note to the order of each Lender (if any) that has requested one pursuant to Section 2.19. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Notes, if any, to be delivered by the Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes, if any, to be delivered by the Borrower and the other documents to be delivered hereunder. (iv) A favorable opinion of (i) in-house counsel for the Borrower in the form of Exhibit D-1 and (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for the Borrower, in the form of Exhibit D-2. (v) A certificate of a duly authorized officer of the Borrower dated the Effective Date demonstrating compliance with the financial covenant contained in Section 6.02(c) as of the end of the fiscal quarter most recently ended prior to the Effective Date as to which financial statements are referred to in Section 5.01(e) or, if later, for which financial statements have been delivered to the Lenders pursuant to Section 6.01(g).

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 5.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.175% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date.; (c) 5.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationseach Lender in their respective capacities, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 5.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 5. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness amendment and restatement of the Existing Credit Agreement pursuant to this Agreement is subject to shall become effective on the satisfaction date that all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary certificate signed signature page of the Secretary or Assistant Secretary this Agreement) that each party hereto has signed a counterpart of the this Agreement, together with a Note executed by each Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from Date with respect to each Lender that has requested the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date same pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Section 2.20 at least two (2) 5 Business Days prior to the Effective Date. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors or other similar governing body of each Borrower (with a certified English translation if the original thereof is not in English) approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate (or other organizational) actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Arrangers Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Borrower certifying such Xxxxxxxx’s certificate of incorporation or other similar formation document and by-laws or other similar governing document and certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate (or other similar instrument) from the applicable governmental authority (or other similar official or registry, to the extent available) dated as of a date reasonably close to the date of such effectiveness as to the good standing of (to the extent such concept or a similar concept exists under the laws of the relevant jurisdiction) and charter documents filed by each Borrower. (e) The Administrative Agent shall have received customary favorable opinions of counsel to the Company and BD Euro Finance, each in form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrowers required by bank regulatory authorities under applicable “know your know-your-customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws to the extent reasonably requested at least 10 Business Days prior to the Effective Date including, to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, delivery of a Beneficial Ownership Certification in relation to such Borrower to any Lender that has requested such Beneficial Ownership Certification. (g) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case that has been requested in writing case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. (dh) The Administrative Agent shall have received (in each case dated as of the Effective Date) (i) an officer’s certificate from the Company that the conditions precedent contained in Sections 3.01(i) and (j) have been satisfied as of the Effective Date, and (ii) a Solvency Certificate from the chief financial officer or treasurer of the Company substantially in the form of Exhibit D hereto. (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document 4.01 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Date. (ej) The Borrower On and as of the Effective Date, no event shall have received (x) occurred and be continuing which constitutes a copy Default or an Event of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersDefault.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction date on which each of the following conditions precedent:is satisfied or waived in writing by Administrative Agent and the Lenders (the “Effective Date”): (a) The This Agreement shall be executed by each Obligor party hereto, Administrative Agent and Lenders, and counterparts hereof as so executed shall have been delivered to Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowertogether with: (iA) executed counterparts copies of proper UCC-1 financing statements, filed or duly prepared for filing under the Uniform Commercial Code in the jurisdictions necessary to perfect the Liens on assets of each of the Obligors created under this Agreement satisfying and the requirements other Security Documents, constituting the Collateral, and (B) evidence that all other actions, recordings and filings required on the Effective Date pursuant to this Agreement and the other Security Documents necessary to perfect the Liens created thereby on the Collateral (subject to no Lien other than Permitted Liens) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of Section 11.10customary lien searches and UCC-3 termination statements); (b) A Guaranty shall be executed by each Subsidiary required to be a Guarantor on the Effective Date and Administrative Agent, and counterparts thereof as so executed shall have been delivered to Administrative Agent; (c) Each Pledge Agreement, Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement and Deposit Account Control Agreement (as applicable), in each case, shall be executed by each applicable Obligor and Administrative Agent, and counterparts thereof as so executed shall have been delivered to Administrative Agent; (d) Administrative Agent shall have entered into an Intercreditor Agreement with the Borrower and ABL Administrative Agent in form and substance reasonably satisfactory to Administrative Agent; (e) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of Obligors certifying that, after giving effect to the initial Loans and transactions hereunder occurring on the Effective Date, (i) the Obligors (taken as a whole) are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects as of the Effective Date, except to the extent such representations and warranties are made on and as of a customary specified date (and not required to be brought down to the Effective Date), in which case the same shall continue on the Effective Date to be true and correct as of the applicable specified date (or, in the event such representations and warranties are qualified by materiality or material adverse effect or language of similar import, such representations shall be true and correct in all respects as of the Effective Date); (f) Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown and (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (g) Administrative Agent shall have received good standing certificates, as applicable, for each Obligor, issued by the Secretary of State or Assistant Secretary other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (h) Administrative Agent shall have received final executed copies of the Borrower attaching copies of its certificate of incorporation ABL Loan Documents, and by-laws all related agreements, documents and instruments as in effect on the Effective Date, a good standing certificate for it from Date all of which shall be reasonably satisfactory in form and substance to Administrative Agent and the Secretary of State transactions contemplated by such documentation shall be consummated prior or in simultaneously therewith the making of the State initial Advance; (i) Administrative Agent shall have received evidence that a notice of Delaware redemption has been issued in respect of the Second Lien Notes in accordance with the terms of the Indenture; (j) Administrative Agent shall have received written opinions of (i) Xxxxxx, Xxxx & Xxxxxxxx LLP, (ii) Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, LLP and (iii) Xxxxxx & Xxxxxx, P.C., all such opinions to be in form and substance reasonably satisfactory to Administrative Agent; (k) Administrative Agent shall have received a completed Perfection Certificate dated as the Effective Date and signed by a Senior Officer of a recent date and resolutions of its Board of Directors authorizing executionthe Borrower, delivery and performance of this Agreement and the other Loan Documents to which it is a partytogether with all attachments contemplated thereby; and (iiil) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized shall have paid all reasonable and documented out-of-pocket fees and expenses of Administrative Agent and of legal counsel to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for Administrative Agent that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable have been invoiced on or prior to the Effective Date pursuant to in connection with the Fee Letters) by the Borrowerpreparation, negotiation, execution and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Datedelivery of this Agreement. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness This Agreement (and the amendment and restatement of this the Existing Credit Agreement is subject to be effected hereby), and the satisfaction obligations of the Lenders to make Loans and of the Issuing Lenders to issue Letters of Credit hereunder, shall become effective on the date on which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent’s receipt As of the followingEffective Date, each there shall have occurred no Material Adverse Change since December 30, 2006 that has not been publicly disclosed. (b) As of which the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company, or any of its Subsidiaries (including the Guarantor) pending or, to the knowledge of the Company’s or the Guarantor’s executive officers, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect. (d) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (e) As of the Effective Date, the Company shall have paid all accrued fees and, to the extent invoiced, expenses of the Agent and the Lenders payable hereunder (including the accrued fees and expenses of counsel to the Agent, to the extent invoiced at least one Business Day prior to the Effective Date). (f) On the Effective Date, the following statements shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed true and the Agent shall have received a certificate signed by a Responsible Officer duly authorized officer of the BorrowerCompany dated the Effective Date, stating that: (i) executed counterparts The representations and warranties contained in Section 4.01 are correct in all material aspects on and as of this Agreement satisfying the requirements of Section 11.10;Effective Date, and (ii) No event has occurred and is continuing that constitutes a customary Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any notes requested by the Lenders): (i) To the extent any Lender shall have requested at least one Business day prior to the Effective Date that its Revolving Credit Advances be evidenced by a promissory note, a note payable to the order of such Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company and of the Guarantor approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Company certifying the names and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are Company authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyto be delivered hereunder. (biv) All fees required by A certificate of the Loan Documents Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign this Agreement and the other documents to be paid delivered hereunder. (including fees payable on or prior v) An opinion of Cravath, Swaine & Mxxxx LLP, special New York counsel to the Effective Date pursuant Company and the Guarantor, substantially in the form of Exhibit C-1 hereto and an opinion of the Assistant General Counsel of each of the Company and the Guarantor, substantially in the form of Exhibit C-2, and as to such other matters as the Fee LettersAgent may reasonably request. (vi) by A favorable opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, special New York counsel for the BorrowerAgent, substantially in the form of Exhibit C-3 hereto. (vii) Evidence that the commitments under the 5-Year Credit Agreement with the Borrower dated as of April 28, 2004, as amended, supplemented and modified (the “Existing 2004 Credit Agreement”) shall have been terminated and the principal and interest of the outstanding loans, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrowerfees and other amounts owing thereunder, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Datepaid in full. (cviii) The Arrangers Evidence that all principal, interest and other amounts owing by the Borrowers under the Existing Credit Agreement to any lender thereunder that is not a Lender hereunder shall have received been (or shall simultaneously be) paid in full and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Actcommitments to extend credit thereunder of any such lender shall have been terminated, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance manner satisfactory to the LendersAgent.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on or before September 20, 2012 (the “Effective Date”) on which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent’s receipt of the following, Agent shall have received from each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by party hereto a Responsible Officer of the Borrower: (i) executed counterparts counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a such party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All The Borrower shall have paid all accrued fees required by and expenses of the Loan Documents to be paid Agent, the Lead Arranger and the Lenders (including the accrued fees payable on or prior and expenses of counsel to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney CostsAgent) required to be paid by the Borrower, to the Administrative Agent, the Arrangers on or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes an Event of Default. (d) The Agent shall have received on or before the Effective Date the following, each dated the Effective Date, in form and substance satisfactory to the Agent: (i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documentation documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, as of a recent date. (e) No later than three Business Days prior to the Effective Date, the Agent and the Lenders shall have received any information required by regulatory authorities under applicable the Patriot Act or necessary for the Agent or any Lender to verify the identity of the Borrower as required by the Patriot Act or other “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case ; provided that has such information shall have been requested by the Agent and the Lenders reasonably in writing prior to advance of the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement the Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the Effective Date, is subject to the satisfaction of the following conditions precedent: (ai) The Administrative Agent’s receipt of Agent shall have received the following, each dated as of which shall be originals, facsimiles or PDFs the Effective Date (followed promptly by originals) unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each properly executed by a Responsible Officer of the BorrowerLender: (A) Copies of a Pledge Agreement for each Account Party, each duly completed and executed by such Account Party, and a Control Agreement for each Account Party, each duly completed and executed by Mellon and by the Account Party that is a party thereto. (B) Copies of the RIHL Agreement, duly completed and executed by RIHL and consented to by its shareholders, and the RIHL Pledge Agreement and RIHL Control Agreement, each duly completed and executed by RIHL and consented to by its shareholders and, in the case of the related Control Agreement only, by Mellon as well. (C) Copies of the RenRe Agreement, duly completed and executed by RenRe and RUM. (D) A certificate of a director of RIHL certifying that (i) executed counterparts RIHL has not received any notice of this Agreement satisfying any charge or other encumbrance in relation to the requirements of Section 11.10; Redeemable Preference Shares; and (ii) that the directors will register any transfer of Redeemable Preference Shares upon any Event of Default if RIHL fails for any reason to redeem the Redeemable Preference Shares as and under required applicable provisions of its Bye-laws and the Security Documents. (E) Certified copies of the resolutions of the Board of Directors of each Credit Party approving the transactions contemplated by the Credit Documents and each Credit Document to which it is or is to be a customary party. (F) A copy of a certificate of the Secretary or Assistant Registrar of Companies, Secretary of State or other appropriate official of the Borrower attaching copies of its certificate jurisdiction of incorporation and by-laws as in effect on of each Credit Party, dated reasonably near the Effective Date, a certifying as to the good standing certificate for it from (or local equivalent) of such Credit Party to the Secretary extent such concept applies in the jurisdiction of State of the State of Delaware dated as incorporation of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyCredit Party. (bG) All fees required by An executed proxy from Mellon, as registered holder of the Loan Documents Redeemable Preference Shares constituting Collateral, authorizing the Collateral Agent to be paid (including fees payable on redeem such Redeemable Preference Shares at any time after the occurrence of a Substitution Event, Suspension Event, Default or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective DateEvent of Default. (cH) The Arrangers shall have received all documentation A certificate of each Credit Party, signed on behalf of such Credit Party by its President, a Director, or a Vice President (or equivalent officer) and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) its Secretary or any other Loan Document Assistant Secretary (the statements made in which certificate shall be true and correct on and as of the Effective Date Date), certifying as to (1) a true and there shall be no Default hereundercorrect copy of the constitutional documents of such Credit Party as in effect on the date on which the resolutions referred to in SECTION 3.01(i)(E) were adopted and on the Effective Date, (2) the due incorporation and good standing or valid existence of such Credit Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the Borrower shall have delivered absence of any proceeding for the dissolution or liquidation of such Credit Party, (3) the truth of the representations and warranties of such Credit Party contained in the Credit Documents as though made on and as of the Effective Date, (4) compliance by the applicable Credit Parties as of the 44 Effective Date with the financial covenants set forth in SECTION 6.01, (5) the absence of any event occurring and continuing, or resulting from the Effective Date, that constitutes a certificate from Substitution Event, a Responsible Officer certifying Suspension Event, Default or Event of Default, provided that the Secretary or Assistant Secretary need certify only as to the satisfaction of the condition precedent matters in this clause items (d)1) and (2) above. (eI) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names, incumbency and true signatures of the officers of such Credit Party authorized to sign each Credit Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (J) A favorable opinion of (1) Xxxxxxx Xxxx & Xxxxxxxxx, New York counsel for the Credit Parties, in substantially the form of EXHIBIT I-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (2) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel for the Credit Parties (other than RRE), in substantially the form of EXHIBIT I-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, (3) A&L Goodbody, Irish counsel for RRE, in substantially the form of EXHIBIT I-2A hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (4) Xxxx Xxxxx LLP, counsel to Mellon, in substantially the form of EXHIBIT I-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ii) All filings, recordations and other actions necessary or in the Administrative Agent's opinion desirable to perfect the Collateral Agent's liens and security interests in the Collateral shall have been made or taken, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made; and the Administrative Agent shall have received the results of lien searches with respect to RIHL and the Account Parties in jurisdictions selected by it and shall be satisfied with the results thereof. (iii) All governmental and third party consents and approvals necessary in connection with the consummation of the Credit Documents, and the other transactions contemplated thereby, including without limitation consent of the BMA to the pledge of the Redeemable Preference Shares by the Account Parties (other than RRE) and RIHL, shall have been obtained and remain in effect (with copies thereof delivered to the Administrative Agent) and shall be satisfactory in all respects to the Administrative Agent and no law or regulation shall be applicable or events have occurred which restrain the consummation of, or impose materially adverse conditions upon, the transactions under the Credit Documents. (iv) The Borrower Administrative Agent shall have received (xto the extent available to RenRe) (A) a copy an actuarial review of reserve adequacy for each of the fully executed Purchase AgreementAccount Parties performed by independent actuaries acceptable to the Administrative Agent, (yB) a copy all audited GAAP and Annual Statements for the Credit Parties and their Subsidiaries for each of the Business Combination Agreementpast three years, with consolidating GAAP statements for RenRe and (C) confirmation from A.M. Best (or another rating agency mutually agreeable to the Arranger and the Administrative Agent) of current ratings of A- or better for each of the Account Parties that is rated. (v) The corporate and capital structure of RIHL, including the terms of the Redeemable Preference Shares and other equity securities issued by RIHL, and all legal, tax, accounting, business and other matters relating to RIHL and to RenRe, the Account Parties and their subsidiaries, shall be satisfactory in all respects to the Administrative Agent. (zvi) a copy of the Offer AnnouncementThe Custodial Agreements, in each case, Investment Agreement and PPM shall be in form and substance satisfactory in all respects to the Administrative Agent and a true and complete copy of each such document shall have been delivered to the Administrative Agent. (vii) Since December 31, 2001, there shall not have occurred any event, condition or state of facts that has had, or could reasonably be expected to have, a Material Adverse Effect. (viii) There shall not be any pending or threatened litigation, action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to any Credit Party or its subsidiaries or the transactions contemplated by the Credit Documents, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (ix) RenRe shall have paid all accrued fees of the Administrative Agent, the Arranger and the Lenders and all accrued expenses of the Administrative Agent (including the Attorney Costs of counsel (including local Bermuda counsel and Pennsylvania counsel) to the Administrative Agent) as provided in the Credit Documents and in the Fee Letter, in each case to the extent then due and payable. (x) The Administrative Agent shall have received a Collateral Value Report, together with account statements for each Custodial Account showing compliance with the Collateral Value requirements of the Credit Documents as of the Effective Date, together with a report from RIHL showing the calculation of the aggregate Net Asset Value as of the Effective Date of all of the Redeemable Preference Shares; (xi) The Administrative Agent and the Lenders shall have received such other documents, certificates, opinions and instruments as the Administrative Agent or any Lender may reasonably request. (xii) The Agents' and Lenders' satisfaction with the conditions set forth above which are stated as subject to the approval or satisfaction of the Agents and/or Lenders shall be conclusively evidenced by their execution and delivery of this Agreement.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is subject the Banks to make Loans (including Swing Line Loans) and of the satisfaction L/C Issuer to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.1): (a) 3.1.1. The Administrative Agent’s receipt of Agent shall have received from the following, Borrower and each of which shall be originals, facsimiles or PDFs Bank party hereto (followed promptly by originalssuch Banks to constitute at least the Majority Banks) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: either (i) executed counterparts a counterpart of this Agreement satisfying signed on behalf of such party or (ii) written evidence satisfactory to the requirements Administrative Agent (which may include telecopy transmission of Section 11.10;a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 3.1.2. The Administrative Agent shall have received the Guaranty, duly executed by SMF. 3.1.3. The Administrative Agent shall have received a Borrowing Notice with respect to the Loans, if any, to be made on the Effective Date. 3.1.4. The Administrative Agent shall have received (i) copies of the articles or certificate of incorporation or organization of the Borrower and each of its Subsidiaries, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation or organization, (ii) a customary certificate of good standing for the Borrower and each of its Subsidiaries, certified by the appropriate governmental officer in its jurisdiction of incorporation or organization, (iii) copies, certified by the Secretary or Assistant Secretary of the Borrower attaching copies and each of its certificate Subsidiaries, of incorporation its bylaws, operating agreement or other internal governance documents, together with all amendments thereto, and by-laws as in effect on the Effective Date(iv) copies, a good standing certificate for it from certified by the Secretary of State or Assistant Secretary of the State Borrower and each of Delaware dated as its Subsidiaries, of a recent date and the resolutions or actions of its Board of Directors or other governing body authorizing execution, delivery and performance the execution of this Agreement and the other Loan Documents to which it is a party; and. (iii) 3.1.5. The Administrative Agent shall have received an incumbency certificate, executed by a customary incumbency certificate in respect of each of the officers Secretary or Assistant Secretary of the Borrower who are and each of its Subsidiaries, which shall identify by name and title and bear the signatures of the Authorized Officers of the Borrower and each of its Subsidiaries authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to which it is a party and, in the case of the Borrower, the Authorized Officers of the Borrower authorized to submit borrowing requests and Interest Rate Election Notices, upon which certificate the Administrative Agent shall be entitled to rely until informed of any change in writing by an Authorized Officer. 3.1.6. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set forth in Sections 3.2.1 and 3.2.2. 3.1.7. The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower dated as of the Effective Date addressed to the Administrative Agent and each of the Bank certifying that, as of such date, the Borrower and each of its Subsidiaries is Solvent (assuming with respect to each Guarantor, that the fraudulent transfer savings language contained in the Guaranty applicable to such Guarantor will be given full effect); 3.1.8. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Effective Date) of Xxxxx Xxxx LLP, counsel to the Borrower and the Existing Subsidiaries, covering the matters set forth in Schedule 3.1.8 and such other matters as the Administrative Agent or the Majority Banks shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. 3.1.9. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.5 and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and name the Collateral Agent as an additional insured thereunder. 3.1.10. The Borrower shall have paid to the Administrative Agent, for the account of each Bank that consents to the amendments to the Existing Credit Agreement evidenced by this Agreement, an upfront amendment fee in an amount equal to 0.50% (including 50 basis points) of such Bank’s Commitment. 3.1.11. The Administrative Agent shall have received payment of all other fees and other amounts due and payable on or prior to the Effective Date pursuant Date, including the fees set forth in the separate fee letter between the Administrative Agent and the Borrower and, to the Fee Letters) extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. 3.1.12. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Prudential Agreement has been executed and delivered by the parties thereto, and the terms and provisions of the Prudential Agreement shall be acceptable to the Administrative Agent. 3.1.13. The Prudential Intercreditor Agreement shall have been executed and delivered by the parties thereto and shall be in full force and effect. 3.1.14. The Collateral Agent shall have received the Security Agreement, duly executed by the Borrower, STI and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective DateSMF. (c) 3.1.15. The Arrangers Collateral Agent shall have received all documentation appropriate evidence required by the Collateral Agent in the reasonable exercise of its sole discretion necessary to determine that, subject to compliance with Sections 5.12 and 5.13, arrangements have been made for the Collateral Agent for the benefit of Secured Parties to have an Acceptable Security Interest in the Personal Property Collateral, including the delivery to the Collateral Agent of (i) such financing statements (or amendments) under the UCC for filing in such jurisdictions as the Collateral Agent may require, (ii) any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Personal Property Collateral described therein, (iii) such certificates, powers executed in blank, and other information required by regulatory authorities under applicable “know your customer” documents, agreements or instruments necessary to create and anti-money laundering rules and regulationsperfect an Acceptable Security Interest in all Equity Interests, including, without limitation, the USA PATRIOT Act, including Equity Interests in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties Subsidiaries of the Borrower, included in the Personal Property Collateral, (iv) lien, tax and judgment searches conducted on the Borrower contained in ARTICLE V and its Subsidiaries reflecting no Liens other than Excepted Liens against any of the Personal Property Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement, and (v) lien releases with respect to any Personal Property Collateral currently subject to a Lien (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (dExcepted Liens). (e) 3.1.16. The Borrower Administrative Agent shall have received (x) a copy such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to any legal matters relating to the Borrower and each of its Subsidiaries, this Agreement or the fully executed Purchase Agreementother Loan Documents, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, all in form and substance satisfactory to the LendersAdministrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Banks when each of the foregoing conditions required to be to the satisfaction of the Administrative Agent and/or the Collateral Agent has been satisfied (or waived pursuant to Section 11.1).

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement the Effective Date is subject to the satisfaction of condition precedent that the following conditions precedentAdministrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto: (a) The Administrative Agent’s receipt respective Revolving Facility Notes made payable to each Lender and the Term Facility Note payable to the Term Lender. (b) An Amended and Restated Security Agreement. (c) An Amendment to the Intercreditor Agreement relating to the execution and delivery of this Agreement. (d) A copy of the following, each Articles of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Incorporation of the Borrower:Borrower certified by the Secretary of State of the state of its incorporation, and a copy of the Bylaws of the Borrower certified by its secretary. (ie) executed counterparts Certified copies of this Agreement satisfying the requirements resolutions of Section 11.10;the Board of Directors of the Borrower approving the Borrowings contemplated hereby and authorizing the execution of the Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents. (iif) a customary A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies certifying the names and true signatures of its certificate the officers of incorporation the Borrower authorized to sign the Loan Documents and bythe other documents to be delivered hereunder. (g) Evidence satisfactory to the Administrative Agent that security interests created by the Security Agreement in the Collateral have been duly perfected by the taking of all such acts as may be necessary or advisable to create an attached, fully perfected, first-laws as in effect on priority security interest (subject to no liens other than Permitted Liens) to secure all obligations of the Effective Date, a Borrower to the Lenders under this Agreement and the other Loan Documents. (h) Certificates of good standing certificate of a recent date for it the Borrower from the Secretary of State of the State of Delaware dated as of a recent date and resolutions state of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyincorporation. (bi) All fees required by the Loan Documents to be paid A completed Year 2000 Questionnaire (including fees payable on or prior to the Effective Date j) The facility fee due pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d2.6(a)(i). (ek) The Borrower shall have received (x) a copy of Such other documents or instruments as the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersAdministrative Agent may reasonably request.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedentprecedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) or waived in accordance with Section 9.01: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles originals or PDFs telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lenders: (i) executed counterparts of this Agreement satisfying Agreement, sufficient in number for distribution to the requirements of Section 11.10Administrative Agent, each Initial Lender and the Borrower; (ii) a customary certificate of the Secretary or Assistant Secretary executed by a Responsible Officer of the Borrower attaching copies stating that the representations and warranties set forth in this Agreement and to be made as of its certificate of incorporation and by-laws as in effect on the Effective DateDate are true and correct (or, if a good standing certificate for it from the Secretary of State representation or warranty does not include a materiality concept, true and correct in all material respects) as of the State date of Delaware dated the certificate (or, if a representation or warranty specifically refers to an earlier date, as of such earlier date) and that no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents; (iii) 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 recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware; (v) an opinion of Cravath, Swaine & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent; and (iiivi) a customary incumbency certificate special tax opinion of Xxxxxxxx & Worcester LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in respect of each of form and substance reasonably satisfactory to the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyAdministrative Agent. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the The Administrative Agent’s receipt of unaudited consolidated balance sheets, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to statements of income and cash flows of the Borrower and the Target (but in the case of the first and third quarters in each financial year of the Target, only if the Target has published interim management statements for such quarter) for each quarterly period, beginning with the quarterly period ending March 31, 2015, that has ended at least two (2) Business Days 45 days prior to the Effective Date. (c) The Arrangers Any fees required to be paid to the Administrative Agent, the Arranger or the Lenders on or before the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under this Agreement or the Syndication and Fee Letter, shall have received been paid. (d) The Administrative Agent and the Arranger shall have received, no later than three Business Days prior to the Effective Date, all documentation and other information required about the Borrower and its subsidiaries as has been reasonably requested in writing on or prior to the date that is ten Business Days prior to the Effective Date by regulatory authorities under Administrative Agent and the Lenders with respect to applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower Administrative Agent shall have received (x) a copy copy, certified by the Borrower, of a draft of the fully executed Purchase AgreementPress Release or Offer Press Announcement (as applicable, (ydepending on whether it is proposed to effect the Acquisition by way of a Scheme or Takeover Offer) a copy in the form in which it is proposed to be issued. The Administrative Agent shall notify the Borrower and the Lenders of the Business Combination AgreementEffective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and (z) a copy of the Offer Announcementsuch notice shall be irrevocable, in each case, in form conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: 4.1 The Administrative Agent and the Lenders, shall have received (a) The Administrative Agent’s receipt reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under Section 12.03 of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Credit Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this AgreementAgreement (including, the other Loan Documents fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the transactions contemplated hereby Administrative Agent) and thereby. (b) All fees required by a consent fee payable to the Loan Documents to be paid (including fees payable Administrative Agent for the account of each Lender that executes and delivers a signed counterpart of this Agreement on or prior to the Effective Date pursuant (each such Lender, a “Consenting Lender”) in an amount equal to 0.175% of each such Consenting Lender’s pro rata share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days Borrowing Base in effect immediately prior to the Effective Date. (c) 4.2 The Arrangers Administrative Agent shall have received all documentation from the Borrower, each Guarantor, and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsthe Lenders constituting the Majority Lenders, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to counterparts of this Agreement signed on behalf of such Persons. 4.3 As of the Effective Date. , after giving effect to this Agreement, (da) The the representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective and the Revolving Commitments (other than the Closing Date Revolver Portion) shall be available on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedent:precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived in accordance with Section 9.01): (a) The Administrative Agent’s receipt of the followingAgent (or its counsel) shall have received from STERIS, New HoldCo and each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, other Effective Date Party and each properly executed by a Responsible Officer of the Borrower: Lender either (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which it is may include .pdf or facsimile transmission of a party; and (iii) a customary incumbency certificate in respect signed signature page of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby) that such party has signed such a counterpart. (b) All fees required and other amounts then due and payable by any of the Borrowers to the Administrative Agent, each Joint Lead Arranger and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid (including fees payable on or paid, to the extent invoiced by the relevant person at least three Business Days prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days amounts are payable on or prior to the Effective Date. (c) The Arrangers Administrative Agent (or its counsel) shall have received on or before the Effective Date: (i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of STERIS, New HoldCo and each other Effective Date Party authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of STERIS, New HoldCo and each other Effective Date Party, but only where such concept is applicable; (iii) A customary certificate of STERIS, New HoldCo and each other Effective Date Party certifying the names and true signatures of the officers of STERIS, New HoldCo and each other Effective Date Party authorized to sign this Agreement and the other documents to be delivered hereunder; and (iv) A favorable opinion letter of (A) the General Counsel of STERIS and (B) Wachtell, Lipton, Xxxxx & Xxxx and/or other legal counsel to STERIS reasonably satisfactory to the Administrative Agent, in each case in form and substance consistent with those delivered under the Bridge Facility or, as applicable such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS, New HoldCo and each other Effective Date Party). (d) [Reserved.] (e) The Administrative Agent shall have received, on or prior to the Effective Date, so long as requested no less than five Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested relating to STERIS, New HoldCo and each other Effective Date Party. (f) Substantially contemporaneously therewith, the Existing STERIS Credit Agreement shall be terminated in writing prior to full and all outstanding obligations thereunder shall be repaid in full (other than contingent obligations not then due). (g) To the extent Advances are being made on the Effective Date. (d) , the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. The representations Administrative Agent shall notify the Borrowers and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as Lenders of the Effective Date and there shall be no Default hereunder, and in writing promptly upon the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition conditions precedent in this clause Section 3.01 being satisfied (dor waived in accordance with Section 9.01). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form such notice shall be conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall become effective on and as of this Agreement is subject to the satisfaction of first date on which the following conditions precedentprecedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) or waived in accordance with Section 9.01: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles originals or PDFs telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and the Initial Lenders: (i) executed counterparts of this Agreement satisfying Agreement, sufficient in number for distribution to the requirements of Section 11.10Administrative Agent, each Initial Lender and the Borrower; (ii) a customary certificate of the Secretary or Assistant Secretary executed by a Responsible Officer of the Borrower attaching copies stating that the representations and warranties set forth in this Agreement and to be made as of its certificate of incorporation and by-laws as in effect on the Effective DateDate are true and correct (or, if a good standing certificate for it from the Secretary of State representation or warranty does not include a materiality concept, true and correct in all material respects) as of the State date of Delaware dated the certificate (or, if a representation or warranty specifically refers to an earlier date, as of such earlier date) and that no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents; (iii) 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 recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of Responsible Officer in connection with this Agreement and the other Loan Documents to which it the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware; (v) an opinion of Cravath, Swaine & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent; and (iiivi) a customary incumbency certificate special tax opinion of Xxxxxxxx & Worcester LLP, counsel to the Borrower, addressed to the Administrative Agent and each Initial Lender and dated the Effective Date, in respect of each of form and substance reasonably satisfactory to the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyAdministrative Agent. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the The Administrative Agent’s receipt of unaudited consolidated balance sheets, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to statements of income and cash flows of the Borrower and the Target (but in the case of the first and third quarters in each financial year of the Target, only if the Target has published interim management statements for such quarter) for each quarterly period, beginning with the quarterly period ending March 31, 2015, that has ended at least two (2) Business Days 45 days prior to the Effective Date. (c) The Arrangers Any fees required to be paid to the Administrative Agent, the ArrangerArrangers or the Lenders on or before the Effective Date, including, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under this Agreement or the Syndication and Fee Letter, shall have received been paid. (d) The Administrative Agent and the ArrangerArrangers shall have received, no later than three Business Days prior to the Effective Date, all documentation and other information required about the Borrower and its subsidiaries as has been reasonably requested in writing on or prior to the date that is ten Business Days prior to the Effective Date by regulatory authorities under Administrative Agent and the Lenders with respect to applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Patriot Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower Administrative Agent shall have received (x) a copy copy, certified by the Borrower, of a draft of the fully executed Purchase AgreementPress Release or Offer Press Announcement (as applicable, (ydepending on whether it is proposed to effect the Acquisition by way of a Scheme or Takeover Offer) a copy in the form in which it is proposed to be issued. The Administrative Agent shall notify the Borrower and the Lenders of the Business Combination AgreementEffective Date in writing promptly upon such conditions precedent being satisfied (or waived in accordance with Section 9.01), and (z) a copy of the Offer Announcementsuch notice shall be irrevocable, in each case, in form conclusive and substance satisfactory to the Lendersbinding.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction date upon which all of the following conditions precedentshall be satisfied shall be the “Effective Date”: (a) The the Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts have received copies of this Amending Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) No. 5 executed by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the BorrowerGuarantor, to the Administrative Agent, the Arrangers or any Lender prior to Majority Lenders and all Tranche E Lenders; (b) the Effective Date shall have been paid, to conditions precedent in Section 6.02 of the extent that such invoices have been presented to Credit Agreement are satisfied on the Borrower at least two (2) Business Days prior to the Effective Tranche E Funding Date.; (c) The Arrangers the Borrower, the Guarantor and each other Global Group Entity shall have received all documentation delivered a confirmation of guarantees and other information required by regulatory authorities under applicable “know your customer” security in form and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior substance reasonably satisfactory to the Effective Date.Administrative Agent; (d) The representations a certified copy of (i) the charter documents and warranties by-laws of the Borrower contained in ARTICLE V and the Guarantor; (other than Section 5.14ii) the resolutions of the board of directors (or any duly authorized committee thereof) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, Borrower approving this Amending Agreement No. 5 and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction completion of all transactions contemplated thereunder; and (iii) all other instruments evidencing necessary corporate action of the condition precedent in this clause (d).Borrower and the Guarantor and of any required Authorization with respect to such matters; (e) The a certificate of the secretary or an assistant secretary of the Borrower and of the Guarantor certifying the names and true signatures of its respective officers authorized to sign this Amending Agreement No. 5 manually or by mechanical means; (f) certificates of compliance with respect to the Borrower and the Guarantor issued by Industry Canada; (g) favorable opinions of counsel to the Borrower and the Guarantor concerning corporate existence of the Borrower and the Guarantor, due authorization, execution and enforceability of this Amending Agreement No. 5, that Accommodations Outstanding under the Tranche E Credit Facilities will constitute permitted debt under the HCN Indenture and all existing Senior Unsecured Debt and Senior Subordinated Debt, that all Accommodations Outstanding, or anticipated to be outstanding pursuant to this Amending Agreement No. 5, under the Tranche E Credit Facilities constitute indebtedness to which the debt outstanding under the HCN Notes and Senior Subordinated Debt, respectively, is fully and indefeasibly subordinated, and such as other matters as may reasonably be required by legal counsel to the Administrative Agent; and (h) the Administrative Agent shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, such other certificates and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lendersdocumentation as it may reasonably request.

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement is the Effective Date shall be subject to the satisfaction satisfaction, or waiver by the Debtors, the Required Consenting BrandCo Lenders and, to the extent required under the Restructuring Support Agreement, the Creditors’ Committee (except with respect to clause (xii) below, which may be waived by the Debtors in their sole discretion), of the following conditions precedent: : (ai) The Administrative Agent’s receipt of Confirmation and all conditions precedent thereto shall have occurred; (ii) the followingBankruptcy Court shall have entered the Confirmation Order and the Backstop Order, each of which shall be originalsFinal Orders and in form and substance acceptable to the Debtors and the Required Consenting BrandCo Lenders, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer and in the case of the Borrower: Confirmation Order, acceptable to the Creditors Committee to the extent required under the Restructuring Support Agreement; (iiii) executed counterparts of this Agreement satisfying the requirements of Section 11.10; Debtors shall have obtained all authorizations, consents, regulatory approvals, or rulings that are necessary to implement and effectuate the Plan; (iiiv) a customary certificate the final version of the Secretary Plan, including all schedules, supplements, and exhibits thereto, including in the Plan Supplement (including all documents contained therein), shall be in form and substance acceptable to the Debtors and the Required Consenting BrandCo Lenders (except to the extent that specific consent rights are set forth in the Restructuring Support Agreement with respect to certain Definitive Documents, which shall be subject instead to such consent rights), and reasonably acceptable to the Creditors’ Committee to the extent required under the Restructuring Support Agreement, and consistent with the Restructuring Support Agreement, including any consent rights contained therein; (v) all Definitive Documents shall have been (or Assistant Secretary shall, contemporaneously with the occurrence of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date be) executed and resolutions of its Board of Directors authorizing execution, delivery in full force and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrowereffect, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance consistent with the Restructuring Support Agreement, including any consent rights contained therein, and all conditions precedent contained in the Definitive Documents shall have been satisfied or waived in accordance with the terms thereof, except with respect to such conditions that by their terms shall be satisfied substantially contemporaneously with or after Consummation of the Plan; (vi) no Termination Notice or Breach Notice as to the Debtors shall have been delivered by the Required Consenting BrandCo Lenders under the Restructuring Support Agreement in accordance with the terms thereof, no substantially similar notices shall have been sent under the Backstop Commitment Agreement, and neither the Restructuring Support Agreement nor the Backstop Commitment Agreement shall have otherwise been terminated; (vii) Adversary Case Numbers 22-01167 and 22-01134 shall have been resolved in a form and manner satisfactory to the Debtors and the Required Consenting BrandCo Lenders.;

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: (a) 4.1 The Administrative Agent’s receipt Agent and the Lenders, shall have received reimbursement or payment of all reasonable and documented out-of-pocket expenses (if any) required to be reimbursed or paid by the Borrower under Section 12.03 of the followingCredit Agreement (including, the fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent and other advisors to the Administrative Agent in accordance therewith (if any)). 4.2 The Administrative Agent shall have received from the Borrower, each of which shall be originalsGuarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedand each Lender, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements signed on behalf of Section 11.10;such Persons. (ii) a customary certificate 4.3 As of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents after giving effect to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, (a) the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing. 4.4 That certain Assignment and Assumption, dated as of April 21, 2020, between the Citigroup Financial Products Inc., as assignor, and Värde Investment Partners, L.P., as assignee, shall have been consummated, or shall be consummated substantially concurrently with the effectiveness of this Amendment, and shall be in full force and effect and be valid, binding and enforceable in accordance with its terms and as a result Värde Investment Partners, L.P. shall have become, or shall become substantially concurrently with the effectiveness of this Amendment, an Affiliated Lender (as defined herein) holding Loans in an aggregate principal amount of $25,723,684.21 and Commitments of $25,723,684.21. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 4. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness Each Lender’s obligation to advance its Applicable Percentage of this Agreement the Tranche A Loan is subject to the satisfaction (or waiver in accordance with Section 11.5 hereof) of the following conditions precedentconditions: (a) The Administrative Agent’s receipt of the following, each of which Collateral Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowerhave received: (i) copies of the Loan Documents (including the Disclosure Letter and the Collateral Documents but excluding any Control Agreements or bailee waivers, as applicable, described in Schedule 5.16 of the Disclosure Letter) executed counterparts of this Agreement satisfying the requirements of Section 11.10and delivered by each applicable Credit Party, as applicable; (ii) a customary certificate (x) true, correct and complete copies of the Secretary or Assistant Secretary Operating Documents of each of the Borrower attaching copies of its certificate of incorporation Credit Parties, and by-laws as in effect on (y) a Secretary’s Certificate, dated the Effective Date, certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and attaching Borrowing Resolutions with respect to the Loan Documents and the Term Loans for each Credit Party, in form and substance reasonably satisfactory to the Collateral Agent; (iii) the Perfection Certificate for Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the Collateral Agent; (iv) a good standing certificate for it from each Credit Party, certified by the Secretary of State (or the equivalent thereof) of the State of Delaware dated incorporation (or formation if applicable) of such Credit Party as of a recent date no earlier than thirty (30) days prior to the Tranche A Closing Date; (v) an opinion of Xxxxxx & Xxxxxx LLP, counsel to Borrower, addressed to the Collateral Agent and resolutions each Lender, in form and substance reasonably satisfactory to the Collateral Agent; (vi) evidence that the insurance policies required by Section 5.5 hereof are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of its Board the Collateral Agent for the benefit of Directors authorizing execution, delivery and performance of this Agreement Lenders and the other Loan Documents Secured Parties (such evidence to which be in form and substance reasonably satisfactory to the Collateral Agent, it is a party; andbeing understood that “under written contract” or similar general endorsements shall be reasonably satisfactory to the Collateral Agent); (iiivii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, includingincluding the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, without limitation2001)) (the “Patriot Act”); (viii) a certificate of the Executive Vice President, Corporate and Administrative Affairs and Chief Financial Officer of Borrower, substantially in the form of Exhibit D attached hereto, attesting that, as of the Effective Date, after giving effect to the transactions occurring on such date, including the incurrence of Indebtedness under the Tranche A Note, that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (ix) a certificate, dated the Effective Date and signed by a Responsible Officer of Borrower, confirming satisfaction of the conditions precedent set forth in this Section 3.1 (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); (x) a certificate, dated the Effective Date and signed by a Responsible Officer of Borrower, confirming there is no litigation, public or private, or administrative proceeding, governmental investigation or other legal or regulatory development, pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent); and (xi) (i) the audited consolidated financial statements and the related audited consolidated statements of operations, cash flows and changes in equity of Borrower and its Subsidiaries as at December 31, 2016; (ii) the unaudited consolidated balance sheets and the related unaudited consolidated statements of operations, cash flows and changes in equity of Borrower and its Subsidiaries as of the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017; and (iii) for the interim period from the most recent audited period to the Effective Date, the USA PATRIOT Actunaudited consolidated balance sheets (including the notes thereto) for each monthly period completed at least thirty (30) days prior to the Effective Date; provided, however, that the filing of the required financial statements on Form 10-K and Form 10-Q with, and in accordance with the requirements of the SEC by Borrower will constitute receipt by Lender of the financial statements described in clauses (i) and (ii) above. (b) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, in each case that has been requested are necessary or advisable in writing prior to connection with the Effective Date. (d) The representations transactions contemplated by the Loan Documents and warranties each of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document foregoing shall be true in full force and correct on effect and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d). (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance reasonably satisfactory to the Lenders.Collateral Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; and

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certifying the Borrower’s certificate of incorporation and by-laws as in effect on and certifying the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date names and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyNotes. (bd) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) All costs, fees, expenses (including, without limitation, legal fees required and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Loan Documents Fee Letters payable to be the Arranger, the Administrative Agent or the Lenders shall have been paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerDate, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented required by the Fee Letters or this Agreement to the Borrower at least two (2) Business Days be paid on or prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation. Promptly upon the occurrence thereof, the USA PATRIOT Act, in each case that has been requested in writing prior Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness obligations of this the Lender to extend the Existing Commitment Expiration Date, amend and restate the Existing Credit Agreement is and to make the Commitment available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by Effective Date in a Responsible Officer of manner satisfactory to the BorrowerLender: (i) executed counterparts The Lender shall have received the following documents, each dated and in form and substance as is satisfactory to the Lender: (A) copies of the resolution(s) of the Board of Directors of the Authority approving the execution and delivery of this Agreement, the Notes and the Third Supplemental Subordinate Trust Agreement satisfying certified by the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Board Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date; (B) certified copies of all approvals, a good standing certificate for it from the Secretary authorizations and consents of State any trustee, or holder of any indebtedness or obligation of the State Authority or any Governmental Authority necessary for the Authority to enter into each of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement the Related Documents and the other Loan Documents transactions contemplated herein and therein; (C) the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2017, and a copy of the most recent budget of the Authority (such requirement to which it be satisfied if such information is a partyavailable on the Authority’s website); and (iiiD) a customary incumbency certificate in respect of each an Authorized Representative of the officers Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the Borrower who are Designated Representatives authorized to sign this Agreement Agreement, the Notes and the any other Loan Documents on its behalf documents to be delivered by it hereunder and who will, until replaced by another officer or officers duly will be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents Lender may rely until it receives a new such certificate; (E) an executed original or certified copy, as applicable, of each of the Related Documents; (F) the original executed Notes; (G) an IRS Form W-9 duly completed by the Authority; and (H) evidence that a CUSIP number has been obtained and reserved from S&P’s CUSIP Service for each of the Tax-Exempt LIBOR Note and the transactions contemplated hereby and therebyTaxable Note. (bii) All fees required The Lender shall have received a written description of all actions, suits or proceedings pending or threatened against the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a material adverse effect on the Loan Documents Authority’s ability to perform is obligation under this Agreement and the other Related Documents, if any, and such other statements, certificates, agreements, documents and information with respect thereto as the Lender may reasonably request. There shall not have occurred any change or any development involving a prospective change in the financial or operating condition of the Authority or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2015 provided to the Lender, that in the judgment of the Lender is material or adverse to the Lender. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority or the Lender from fulfilling its respective obligations under this Agreement and the other Related Documents. (including fees payable on or prior iii) The Lender shall have received an opinion addressed to the Lender and dated the Effective Date pursuant from Authority Counsel (subject to such general assumptions and exclusions as required by Authority Counsel), in form and substance reasonably satisfactory to the Fee LettersLender and its counsel, which provides for, among other opinions, the following: (A) the Authority is a county transportation commission duly organized and validly existing under the laws of the State, (B) the execution, delivery and performance by the BorrowerAuthority of this Agreement, the Notes and the other Related Documents are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished, (including Attorney CostsC) required to be paid by this Agreement, the BorrowerNotes and the other Related Documents have been duly authorized, executed and delivered and are valid, binding and enforceable against the Authority, and (D) such other matters as the Lender may reasonably request, in form and substance satisfactory to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date and its counsel. (iv) The following statements shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to be true and correct on the Effective Date. (c) The Arrangers , and the Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsa Designated Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date. , certifying that: (dA) The the representations and warranties of the Borrower Authority contained in ARTICLE V (each of the Related Documents and each certificate, letter, other than Section 5.14) writing or any other Loan Document shall be instrument delivered by the Authority to the Lender pursuant hereto or thereto are true and correct on and as of the Effective Date as though made on and there shall be as of such date; (B) no Default hereunderor Event of Default has occurred and is continuing or would result from the Authority’s execution and delivery of this Agreement or the Notes or the acceptance of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2017, including the balance sheet as of such date of said period, all examined and reported on by Xxxxx Xxxxxxx LLP, as heretofore delivered to the Lender correctly and fairly present the financial condition of the Authority as of said date and the results of the operations of the Authority for such period, have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; (D) since the release of the audited annual financial statements of the Authority for the Fiscal Year ended June 30, 2017, no material adverse change has occurred in the financial condition of the Authority prior to the Effective Date, and on and prior to the Borrower Effective Date no material transactions or obligations (not in the ordinary course of business) shall have delivered a certificate from a Responsible Officer certifying been entered into by the Authority, other than as previously advised in writing to the satisfaction Lender; (E) the acceptance of the condition precedent Commitment by the Authority pursuant to this Agreement is an arm’s length commercial transaction between the Authority and the Lender; (F) the Authority has consulted with its own respective legal and financial advisors in connection with the acceptance of the Commitment by the Authority pursuant to this clause Agreement; (d)G) the Lender has not acted as a fiduciary in favor of the Authority with respect to the Notes or the acceptance of the Commitment by the Authority; and (H) to the best knowledge of the Authority, the underlying unenhanced long-term ratings assigned to the Senior Xxxx Xxxxx by Xxxxx’x and S&P have not been reduced, withdrawn or suspended since the dated date of the Rating Documentation. (ev) The Borrower Lender shall have received (x) a copy an opinion addressed to the Lender and dated the Effective Date of Bond Counsel as to the due authorization, execution and delivery of this Agreement and the Notes, and as to the validity and enforceability with respect to the Authority of this Agreement, the Notes, the Subordinate Trust Agreement, the Second Supplemental Subordinate Trust Agreement and the Third Supplemental Subordinate Trust Agreement, the exclusion of interest on the Tax-Exempt Loans from gross income for federal income tax purposes of the fully executed Purchase AgreementLender, (y) the pledge of Net Pledged Revenues securing the Notes and the Obligations constituting a copy of the Business Combination Agreementvalid pledge, and (z) a copy of such other matters as the Offer Announcement, in each caseLender may reasonably request, in form and substance satisfactory to the LendersLender and its counsel. (vi) All necessary action on the part of the Authority shall have been taken as required for the assignment and pledge of a lien on the Net Pledged Revenues for the benefit of the Lender as described in Section 5.01 hereof. (vii) All other legal matters pertaining to the execution and delivery of this Agreement, the Notes and the Third Supplemental Subordinate Trust Agreement shall be satisfactory to the Lender and its counsel. The Lender shall have received evidence satisfactory to the Lender that all conditions precedent to the issuance of the Notes as Subordinate Obligations pursuant to Section 2.09 of the Subordinate Trust Agreement have been satisfied. (viii) The Lender shall have received evidence from Moody’s and S&P confirming that the underlying unenhanced long-term rating assigned to the Senior Xxxx Xxxxx by Xxxxx’x is at least “Aa2” (or its equivalent), and “AA+” (or its equivalent) by S&P (referred to herein as the “Rating Documentation”). (ix) On or prior to the Effective Date, [(A)] the Lender shall have received reimbursement of the Lender’s fees and expenses (including the legal fees and expenses of Xxxxxxx and Xxxxxx LLP) and any other fees incurred in connection with the transaction contemplated by this Agreement due on the Effective Date, [and (B) all amounts due and owning under the Existing Credit Agreement shall have been paid in full to the Lender]. (x) Neither the Tax-Exempt LIBOR Note nor the Taxable Note shall be (A) assigned a separate rating by any Rating Agency or (B) registered with The Depository Trust Company or any other securities depository. No offering document or official statement shall be prepared with respect to the Tax-Exempt LIBOR Note or the Taxable Note. (xi) The Lender shall have received such other documents, certificates, opinions, approvals and filings with respect to this Agreement, the Notes and the other Related Documents as the Lender may reasonably request.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certifying the Borrower’s certificate of incorporation and by-laws as in effect on and certifying the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date names and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyNotes. (bd) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) All costs, fees, expenses (including, without limitation, legal fees required and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Loan Documents Fee Letter payable to be the Arrangers, the Administrative Agent or the Lenders shall have been paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerDate, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented required by the Fee Letter or this Agreement to the Borrower at least two (2) Business Days be paid on or prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation. Promptly upon the occurrence thereof, the USA PATRIOT Act, in each case that has been requested in writing prior Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness occurrence of this Agreement the Effective Date is subject to the satisfaction of condition precedent that the following conditions precedentAdministrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto: (a) The Administrative Agent’s receipt respective Revolving Facility Notes made payable to each Lender. (b) A copy of the following, each Articles of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Incorporation of the Borrower:Borrower certified by the Secretary of State of the state of its incorporation, and a copy of the Bylaws of the Borrower certified by its secretary. (ic) executed counterparts Certified copies of this Agreement satisfying the requirements resolutions of Section 11.10;the Board of Directors of the Borrower approving the Borrowings contemplated hereby and authorizing the execution of the Loan Documents, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents. (iid) a customary A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies certifying the names and true signatures of its certificate the officers of incorporation the Borrower authorized to sign the Loan Documents and by-laws as in effect on the Effective Date, a other documents to be delivered hereunder. (e) Certificates of good standing certificate of a recent date for it the Borrower from the Secretary of State of the State state of Delaware dated its incorporation. (f) Payment of any unpaid fees due pursuant to Section 2.6. (g) The Security Documents continue in full force and effect to secure all Obligations of the Borrower under this Agreement and any other Loan Documents. (h) The Borrower warrants and represents to the Lenders that the only encumbrances and other matters of record affecting the Collateral as of a recent the date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and are those which were of record on the other Loan Documents to date the existing UCC filings were placed of record or those which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyPermitted Liens. (bi) All fees required by Evidence that the Loan Documents to be BV Line has been paid (including fees payable on or prior to off and the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Daterelated facility terminated. (cj) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, Evidence that the USA PATRIOT Act, in each case that Term Facility has been requested in writing prior to the Effective Datepaid off and terminated. (dk) The representations and warranties of Such other documents or instruments as the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be true and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Administrative Agent may reasonably request. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date (such date, the “Effective Date”) when each of the following conditions precedentis satisfied (or waived) in accordance with the terms herein: (a) 3.1 The Administrative Agent’s receipt Agent and the Lenders, shall have received reimbursement or payment of all reasonable and documented out-of-pocket expenses (if any) required to be reimbursed or paid by the Borrower under Section 12.03 of the followingCredit Agreement (including, the fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent and other advisors to the Administrative Agent in accordance therewith (if any)). 3.2 The Administrative Agent shall have received from the Borrower, each of which shall be originalsGuarantor, facsimiles or PDFs (followed promptly by originals) unless otherwise specifiedand each Lender, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements signed on behalf of Section 11.10;such Persons. (ii) a customary certificate 3.3 As of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents after giving effect to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, (a) the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of each Loan Party set forth in the Borrower contained Credit Agreement and in ARTICLE V (other than Section 5.14) or any each other Loan Document are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct on in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing. 3.4 That certain Purchase and Sale Agreement, dated as of February 11, 2020, between the Borrower, as seller, and that certain Person identified therein, as buyer, shall be in full force and effect and be valid, binding and enforceable in accordance with its terms, without amendment, modification or waiver thereof. Each party hereto hereby authorizes and directs the Administrative Agent to declare the this Agreement to be effective (and the Effective Date and there shall be no Default hereunderoccur) when it has received documents confirming or certifying, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the reasonable satisfaction of the condition precedent Administrative Agent, compliance with the conditions set forth in this clause (d). (e) The Borrower Section 3. Such declaration shall have received (x) a copy of the fully executed Purchase Agreementbe final, (y) a copy of the Business Combination Agreement, conclusive and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory binding upon all parties to the LendersCredit Agreement for all purposes.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject to the satisfaction Lenders’ Commitments shall not become effective hereunder unless all of the following conditions precedentprecedent have been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) written evidence (which may include electronic transmission of a customary signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement. (b) Certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower attaching copies of its certifying the Borrower’s certificate of incorporation and by-laws as in effect on and certifying the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date names and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each true signatures of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and therebyNotes. (bd) A certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) All costs, fees, expenses (including, without limitation, legal fees required and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Loan Documents Fee Letters payable to be the Arrangers, the Administrative Agent or the Lenders shall have been paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the BorrowerDate, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paidin each case, to the extent that such invoices have been presented required by the Fee Letters or this Agreement to the Borrower at least two (2) Business Days be paid on or prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation. Promptly upon the occurrence thereof, the USA PATRIOT Act, in each case that has been requested in writing prior Administrative Agent shall notify the Borrower and the Lenders as to the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement and the Notes, and any other Loan Documents matters relevant hereto, all in form and substance satisfactory to which it is the Agent; (c) receipt by the Agent and the Arranger of all fees, reasonable out-of-pocket expenses and other compensation due and required to be reimbursed or paid on the Effective Date under this Agreement, the Commitment Letter or the Fee Letter, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (d) receipt by the Agent of (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (A) the Company as of September 30, 2016, September 30, 2015 and September 30, 2014 for the fiscal years then ended and (B) the Acquired Entity as of December 31, 2015, December 31, 2014 and December 31, 2014 for the fiscal years then ended and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Company and the Acquired Entity for each subsequent fiscal quarter ended at least 45 days before the Effective Date; (e) receipt by the Agent of (i) a party; and pro forma condensed combined balance sheet and related pro forma condensed combined income statement of the Company as of and for the twelve-month period ending on September 30, 2016, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), (ii) Company-prepared projections (including a summary income statement and cash flow statement) for the three fiscal years ending September 30, 2017, September 30, 2018 and September 30, 2019 and a summary capitalization table as of September 30, 2016, in each case on a pro forma basis and substantially in the form shown to the Agent prior to the date of the Commitment Letter and (iii) a customary incumbency certificate in respect sources and uses table for the Transactions; (f) receipt by the Agent of each (i) an opinion of the officers General Counsel of the Borrower who are authorized Company, covering such matters as the Agent may reasonably request, and (ii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to sign this Agreement the Company, covering such matters as the Agent may reasonably request; (g) receipt by the Agent of all documentation and other information reasonably requested by the Agent and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Lenders at least two (2) three Domestic Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information Date that are required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act; and (h) receipt by the Agent of a certificate, in each case dated the Effective Date and signed by a duly authorized officer of the Company, either (i) setting forth the Net Proceeds received by the Company or any of its Subsidiaries from any Mandatory Commitment Reduction Event that has been requested in writing shall have occurred after the Acquisition Agreement Date and on or prior to the Effective Date. Date (d) The representations in which case the Commitments shall be automatically and warranties permanently reduced on the Effective Date in the amount of the Borrower contained such Net Proceeds in ARTICLE V (other than accordance with Section 5.142.11(b)) or any other Loan Document (ii) confirming that no such Net Proceeds have been received. The Agent shall be true promptly notify the Company and correct on and as the Lenders of the Effective Date Date, and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding on all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness obligations of this Agreement is each Lender to make their respective Commitments available hereunder shall be subject to the satisfaction fulfillment of each of the following conditions precedent: (a) The Administrative Agent’s receipt of precedent on or before the following, Effective Date in a manner satisfactory to each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerLender: (i) executed counterparts Each Lender shall have received the following documents, each dated and i n form and substance as i s sati sfactory to each L ender: (1) copies of the resolution(s) of the Board of Commissioners of the Authority approving the execution and delivery of this Agreement satisfying Agreement, the requirements of Section 11.10; (ii) a customary certificate Bank Notes and the Indenture, certified by an authorized official of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Authority as being true and by-laws as complete and in full force and effect on the Effective Date, Date and a good standing certificate for it from the Secretary of State copy of the State resolution of Delaware dated as of a recent date and resolutions of its the Board of Directors authorizing executionCommissioners of the Authority approving the execution and delivery of the BOE Contract; (2) certified copies of all approvals, delivery authorizations and performance consents of any trustee, or holder of any indebtedness or obligation of the Authority or any Governmental Authority necessary for the Authority to enter into each of this Agreement Agreement, the Bank Notes and the other Loan Documents Indenture and the transactions contemplated herein and therein; (A) the audited annual fi nancial statements of the Authority for the Fiscal Year ended J une 30, 2017, and a copy of the most recent budget of the Authority (such requirement to which it be satisfied if such information is a partyavailable on the Authority’s website) and (B) the investment policy of the Authority; and (iii4) a customary incumbency an executed certificate in respect of each an authorized official of the officers Authority dated the Effective Date certifying as to the authority, incumbency and specimen signatures of the Borrower who are authorized officials authorized to sign this Agreement and the B ank N otes and any other Loan Documents on its behalf documents to be del ivered by it hereunder and who will, until replaced by another officer or officers duly wi 11 be authorized for that purpose, act as its representative for to represent the purposes of signing documents and giving notices and other communications Authority in connection with this Agreement, upon which the other Loan Documents Administrative Agent and the transactions contemplated hereby Lenders may rely until it receives a new such certificate; (5) an executed A uthori zed R epresentative Certi fi cate; (6) an executed certificate dated the Effective Date and therebyexecuted by an Authorized Representative, certifying that as of the Effective Date the Debt Service Ccverage Ratio i s equal to or greater than 130%; (7) an executed ori gi nal or certi fi ed copy, as appl i cabl e, of each of the Program Documents; (8) each original executed Bank Note; and (9) an IRS Form W-9 duly completed by the Authority. (bii) All fees required by There shall not have occurred any change or any development involving a prospecti ve change i n the Loan Documents f i xxxxx al or operati ng condi ti on of the A uthori ty or its ability to pay the Obligations from that set forth in the audited annual financial statements of the Authority for the Fiscal Year endedJ une 30, 2017, provided to the Administrative Agent and the Lenders, that in the judgment of the Administrative Agent or either Lender is material or adverse to the Lenders. No law, regulation, ruling or other action of the United States, the State of California or the State of New York or any political subdivision or authority therein or thereof shall be paid in effect or shall have occurred, the effect of which would be to prevent the Authority, the Administrative Agent or either Lender from fulfilling its respective obligations under this Agreement and the other Program Documents. (including fees payable on or prior iii) Each Lender shall have received an opinion addressed to the Administrative Agent and each Lender and dated the Effective Date pursuant from the City Attorney of the City and County of San Francisco, in form and substance reasonably satisfactory to the Fee LettersLenders and their counsel, which prcvides for, among other opinions, the following: (1) the execution, delivery and performance by the BorrowerAuthority of this Agreement, each Bank Note and the Indenture are within the Authority’s powers, have been duly authorized by all necessary action, and all invoiced expenses (including Attorney Costs) required to be paid require no action by or in respect of, or filing with, any governmental body, agency or official that has not been accomplished and such executi on, del xxxxx and performance does not vi d ate the Borrowerconsti tuti on or I aws of the State, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior this Agreement, each Bank Note and the Indenture have been duly authorized, executed and delivered and this Agreement and each Bank Note are valid, binding and enforceable against the Authority, and (3) such other matters as the Lenders may reasonably request, in form and substance satisfactory to the Lenders and their counsel. (iv) The following statements shall be true and correct on the Effective Date. (c) The Arrangers , and each Lender shall have received all documentation and other information required a certificate signed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsan Authorized Representative, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date., certifying that: (d1) The (A) the representations and warranties of the Borrower Authority contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be the Indenture, the Bank Notes and this Agreement are true and correct on and as of the Effective Date as though made on and there as of such date (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date); (B) no Default hereunderor Event of Default has occurred and is continuing or would result from the Authority’ s execution and del xxxxx of thi s Agreement or the B ank Notes or the acceptance of the Commitment by the Authority; (C) the audited annual financial statements of the Authority for the Fiscal Year endedjune 30, 2017, including the balance sheet as of such date of said period, all examined and reported on by Xxxxxxxx, Trine, Day & Co. LLP as heretofore delivered to the Administrative Agent and each Lender correctly and fairly present the financial condition of the Authority as of said date and the Borrower results of the operations of the Authority for such period, have been prepared in accordance with GAAP consistently applied except as stated in the notes thereto; (D) sincej une 30, 2017, except as disclosed to the Admi ni strative Agent and each Lender i n writi ng, there has been no Material Adverse Change or Material Adverse Operational Effect; (E) the acceptance of the Commitment by the Authority pursuant to this Agreement is an arm’s length commercial transaction between the Authority, the Administrative Agent and each Lender; (F) the Authority has consulted with its own respective legal and financial advisors in connection with the acceptance of the Commitment by the Authority pursuant to this Agreement; (G) neither the Administrative Agent nor the Lenders have acted as a fiduciary in favor of the Authority with respect to the Bank Notes or the acceptance of the Commitment by the Authority; (FI) all conditions precedent set forth in the Indenture with respect to issuance of each Bank Note shall have delivered a certificate from a Responsible Officer certifying been satisfied and (I) to the satisfaction best knowledge of the condition precedent Authority, the Authority Rating has not been reduced, withdrawn or suspended by any Rating Agency since the dated date of the Rating Documentation; and (2) No actions, suits or proceedings are pending in which service of process has been completed against the Authority or, to the Authority’s knowledge, threatened against the Authority in any court or before any arbitrator of any kind or before or by any governmental or non-gcvernmental body which could reasonably be expected to result in a Material Adverse Effect or a Material Adverse Operational Effect. For the avoidance of doubt, this clause (d)certification does not apply to the Sunshine Ordinance Litigation. (ev) The Borrower Each Lender shall have received (x) a copy an opinion addressed to the Administrative Agent and each Lender and dated the Effective Date of Bond Counsel as to the due authorization, execution and delivery of this Agreement, each Bank Note and the Indenture, and as to the validity and enforceability with respect to the Authority of this Agreement, each Bank Note and the Indenture, the exclusion of interest on the Loans from gross income for federal income tax purposes of the fully executed Purchase AgreementLenders, (y) a copy the pledge of the Business Combination AgreementRevenues securing each Bank Note constituting avalid pledge, and (z) a copy of such other matters as the Offer Announcement, in each caseAdministrative Agent or either Lender may reasonably request, in form and substance sati sfactory to the Admi ni strative Agent, the Lenders and thei r counsel. (vi) All necessary action on the part of the Authority shall have been taken as required for the assignment and pledge of a lien on the Revenues for the benefit of the Lenders as described in Section 5.1 hereof. (vii) All other legal matters pertaining to the execution and delivery of this Agreement, the Bank Notes and the other Program Documents shall be satisfactory to the LendersAdministrative Agent, the Lenders and their counsel. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that all conditions precedent to the issuance of each Bank Note as Parity Debt pursuant to the Indenture have been satisfied. (viii) The Administrative Agent shall have received written confirmation dated within ten (10) days prior to the Effective Date that the Authority Ratings are at least “AA” (or its equivalent) by S&P and “AAT’ (or its equivalent) by Fitch (referred to herein as the “ Rating Documentation”). (ix) No Bank Note shall be (i) assigned a specific rating by any Rating Agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document, (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service or (v) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent. (x) Each Lender shall have determined (in its sole discretion) that (i) none of the making of any Advances or Loans or the consummation of any of the transactions contemplated by this Agreement, the Bank Notes and the other Program Documents will violate any law, rule, guideline or regulation applicable to the Authority, the Administrative Agent or such Lender, this Agreement or any other Program Document; and (ii) si nee June 30, 2017, nothing has occurred which would be reasonably likely to result in a Material Adverse Effect or a Material Adverse Operational Effect; and (iii) there has been no material adverse change in the laws, rules or regulations (or their interpretation or administration) that, inany case, may adversely affect the consummation of the transacti ons contempl ated hereby, or by any Program Document. (xi) Each Lender and the Administrative Agent shall have received such other documents, certificates, opinions, approvals and filings with respect to this Agreement, the Bank Notes and the other Program Documents as either Lender or the Admi ni strative Agent may reasonably request. (xii) The Authority shall have paid State Street in full for (A) interest on the Existing Advance to but not including the Effective Date and calculated as set forth in the Existing Credit Agreement and (B) all unpaid commitment fees under the Existing Credit Agreement for the period from and including April 2, 2018, to but not including the Effective Date. (A) Each Lender and the Administrative Agent shall have received a flow of funds memorandum executed by an Authorized Representative of the Authority, each Lender and the Administrative Agent with respect to the Existing Advance remaining outstanding as the Initial Revolving Loan hereunder on the Effective Date and (B) U.S. Bank shall have funded its Commitment Percentage of the Existing Advance as set forth in such flow of funds memorandum.

Conditions Precedent to Effective Date. The effectiveness of this Agreement is subject following shall be satisfied or waived as conditions precedent to the satisfaction of the following conditions precedentEffective Date: 1. The Confirmation Order shall have been entered by the Bankruptcy Court in form and substance acceptable to the Debtor, Holdings, FXCM, Leucadia, and the Required Consenting Noteholders. The Confirmation Order shall provide that, among other things, (a) The Administrative Agent’s receipt of the followingDebtor or the Reorganized Debtor, each of which shall be originalsas appropriate, facsimiles is authorized and directed to take all actions necessary or PDFs (followed promptly by originals) unless otherwise specifiedappropriate to consummate the Plan, each properly executed by a Responsible Officer of the Borrower: including, entering into, implementing, and consummating (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; Restructuring Transactions as described in Article IV.B, (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation Definitive Documents, and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the any other Loan Documents on its behalf and who willcontracts, until replaced by another officer or officers duly authorized for that purposeinstruments, act as its representative for the purposes of signing documents and giving notices releases, leases, indentures, and other communications agreements or documents created in connection with this Agreementor described in the Plan, the other Loan Documents and the transactions contemplated hereby and thereby. (b) the Debtor or the Reorganized debtor, as appropriate, in its capacity as the Managing Member of Holdings, is authorized and directed to cause Holdings to take all actions necessary or appropriate to consummate the Plan, including, entering into, implementing, and consummating (i) the Restructuring Transaction as described in Article IV.B, (ii) the Definitive Documents, and (iii) any other contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with or described in the Plan; 2. All fees documents and agreements necessary to implement the Plan, including the Definitive Documents, shall have (a) been tendered for delivery and (b) been effected or executed. All conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms of such documents or agreements, including all authorizations, consents, and regulatory approvals required, if any, in connection with the consummation of the Plan; 3. All actions, documents, certificates, and agreements necessary to implement this Plan shall have been effected or executed and delivered to the required by parties and, to the Loan Documents to be paid extent required, filed with the applicable Governmental Units in accordance with applicable laws; 4. The Professional Fee Escrow Account shall have been established and funded; 5. The New Notes Issuance shall have been (including fees payable on or prior to as a result of the Effective Date pursuant to occurring will be) consummated in accordance with the Fee Letters) by terms of the BorrowerRestructuring Support Agreement; 6. The Restructuring Support Agreement shall not have been terminated, shall be in full force and all invoiced effect and the expenses (including Attorney Costs) required to be paid by the Borrower, pursuant to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date Section 1.3(h) thereof shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.paid in full in Cash; and (c) 7. The Arrangers shall have received all documentation Debtor Release and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, Third Party Release set forth in each case that has been requested in writing prior to the Effective Date. (d) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document this Plan shall be true and correct on and as of approved by the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Bankruptcy Court. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (c) receipt by the Agent and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect Arranger of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who willall fees, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices reasonable out-of-pocket expenses and other communications in connection with compensation due and payable under this Agreement, the other Loan Documents and Commitment Letter or the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (Fee Letter, including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrowerextent invoiced, and reimbursement or payment of all invoiced reasonable out-of-pocket expenses (including Attorney Costs) required to be reimbursed or paid by the Borrower, to the Administrative Agent, the Arrangers Company hereunder or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective Date.thereunder; (cd) The Arrangers shall have received receipt by the Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act; and (e) receipt by the Agent of a certificate, in each case dated the Effective Date and signed by a duly authorized officer of the Company, either (i) setting forth the Net Proceeds received by the Company or any of its Subsidiaries from any Mandatory Commitment Reduction Event that has been requested in writing shall have occurred after the Acquisition Agreement Date, and on or prior to the Effective Date. Date (d) The representations in which case, the Commitments shall be automatically and warranties permanently reduced on the Effective Date in the amount of the Borrower contained such Net Proceeds in ARTICLE V (other than accordance with Section 5.142.11(b)) or any other Loan Document (ii) confirming that no such Net Proceeds have been received. The Agent shall be true promptly notify the Company and correct on and as the Lenders of the Effective Date Date, and there such notice shall be no Default hereunder, conclusive and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)binding on all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness of this This Agreement is subject to shall become effective on the satisfaction date that each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.05): (a) The Administrative Agent’s receipt by the Agent of counterparts hereof signed by each of the followingparties hereto (or, each in the case of any party as to which an executed counterpart shall be originalsnot have been received, facsimiles receipt by the Agent in form satisfactory to it of telegraphic, telex or PDFs (followed promptly other written confirmation from such party of execution of a counterpart hereof by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10such party); (iib) a customary certificate receipt by the Agent of all documents the Agent may reasonably request relating to the existence and good standing of the Secretary or Assistant Secretary of Company, the Borrower attaching copies of its certificate of incorporation corporate authority for and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance validity of this Agreement and the Notes, and any other Loan Documents matters relevant hereto, all in form and substance satisfactory to which it is the Agent; (c) receipt by the Agent and the Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and required to be reimbursed or paid on the Effective Date under this Agreement, the Commitment Letter or the Fee Letter, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (d) receipt by the Agent of (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (A) the Company as of September 30, 2016, September 30, 2015 and September 30, 2014 for the fiscal years then ended and (B) the Acquired Entity as of December 31, 2015, December 31, 2014 and December 31, 2014 for the fiscal years then ended and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Company and the Acquired Entity for each subsequent fiscal quarter ended at least 45 days before the Effective Date; (e) receipt by the Agent of (i) a partypro forma condensed combined balance sheet and related pro forma condensed combined income statement of the Company as of and for the twelve-month period ending on September 30, 2016, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), (ii) Company-prepared projections (including a summary income statement and cash flow statement) for the three fiscal years ending September 30, 2017, September 30, 2018 and September 30, 2019 and a summary capitalization table as of September 30, 2016, in each case on a pro forma basis and substantially in the form shown to the Agent prior to the date of the Commitment Letter and (iii) a sources and uses table for the Transactions; (f) receipt by the Agent of (i) an opinion of the General Counsel of the Company, covering such matters as the Agent may reasonably request, and (ii) an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, covering such matters as the Agent may reasonably request; and (iiig) a customary incumbency certificate in respect receipt by the Agent of each of all documentation and other information reasonably requested by the officers of the Borrower who are authorized to sign this Agreement Agent and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Effective Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Lenders at least two (2) three Domestic Business Days prior to the Effective Date. (c) The Arrangers shall have received all documentation and other information Date that are required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, including without limitation, the USA PATRIOT Patriot Act, in each case that has been requested in writing prior to . The Agent shall promptly notify the Company and the Lenders of the Effective Date. (d) The representations , and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document such notice shall be true conclusive and correct binding on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)all parties hereto. (e) The Borrower shall have received (x) a copy of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the Lenders.

Conditions Precedent to Effective Date. The effectiveness amendment and restatement of the Existing Credit Agreement pursuant to this Agreement is subject to shall become effective on the satisfaction date that all of the following conditions precedent:precedent have been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: have received (i) executed counterparts a counterpart of this Agreement satisfying the requirements signed on behalf of Section 11.10; each party hereto or (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as written evidence (which may include electronic transmission of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance signed signature page of this Agreement and the other Loan Documents to which it is Agreement) that each party hereto has signed a party; and (iii) a customary incumbency certificate in respect counterpart of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required together with a Note executed by the Loan Documents Borrower with respect to be paid (including fees payable on or prior to each Lender that has requested the Effective Date same pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower Section 2.20 at least two (2) 5 Business Days prior to the Effective Date. (b) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving, and authorizing the execution, delivery and performance of, this Agreement, the Notes and of all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Notes. (c) The Arrangers Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) The Administrative Agent shall have received a customary favorable opinion of counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable "know-your-customer" and Anti-Money Laundering Laws to the extent reasonably requested at least 10 Business Days prior to the Effective Date including, to the extent the Borrower qualifies as a “know your legal entity customer” and anti-money laundering rules and regulationsunder the Beneficial Ownership Regulation, delivery of a Beneficial Ownership Certification in relation to the Borrower to any Lender that has requested such Beneficial Ownership Certification. (g) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the USA PATRIOT Actextent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each case that has been requested in writing case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Effective Date. (dh) The Administrative Agent shall have received (in each case dated as of the Effective Date) (i) an officer’s certificate from the Borrower that the condition precedent contained in Sections 3.01(i) and (j) have been satisfied as of the Effective Date, and (ii) a Solvency Certificate from the chief financial officer or treasurer of the Borrower substantially in the form of Exhibit D hereto. (i) The representations and warranties of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document 4.01 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying to the satisfaction of the condition precedent in this clause (d)Date. (ej) The Borrower On and as of the Effective Date, no event shall have received (x) occurred and be continuing which constitutes a copy Default or an Event of the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersDefault.

Conditions Precedent to Effective Date. The effectiveness This Agreement shall not become effective, and no Extensions of this Agreement is subject to the satisfaction Credit shall be made hereunder, unless all of the following conditions precedentprecedent set forth in this Section 4.1 shall have been satisfied: (a) The Administrative Agent’s receipt of the followingAgent shall have received, with a copy for each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerBank: (i) executed counterparts the certificate or articles of this Agreement satisfying incorporation, as then in effect, of each Borrower, certified by the requirements Secretary or an Assistant Secretary of Section 11.10such Borrower on the Effective Date; (ii) (A) a customary certificate of good standing of each Borrower (other than PSI Energy) from its state of incorporation and (B) satisfactory evidence of the status of PSI Energy as a duly organized and validly existing corporation under the laws of the State of Indiana, dated, in each case, as of a recent date; (iii) the by-laws, as then in effect, of each Borrower, certified by the Secretary or an Assistant Secretary of the such Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Effective Date, a good standing certificate for it from ; (iv) the Secretary of State resolutions of the State of Delaware dated as of a recent date and resolutions of its Board of Directors of each Borrower, authorizing execution, the execution and delivery and performance of this Agreement and the other Loan Documents each Financing Document to which it is a party, and the continuing performance of the Financing Documents and the Borrowings herein provided for, certified by a Secretary or Assistant Secretary of such Borrower on the Effective Date; (v) certified copies of all documents evidencing other necessary corporate action and governmental and regulatory approvals required to be obtained by each Borrower in connection with the execution and delivery of the Financing Documents, and the continuing performance of the Financing Documents and the Borrowings herein provided for, certified by the Secretary or an Assistant Secretary of such Borrower on the Effective Date; and (iiivi) a customary incumbency certificate in respect of the Secretary or an Assistant Secretary of each Borrower, dated the Effective Date, certifying the names and true signatures of the officers of the such Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with instruments contemplated by this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) All fees required The Administrative Agent shall have received the Notes payable by each of the Loan Documents to be paid (including fees payable on or prior Borrowers to the Effective Date pursuant order of each Bank with respect to its proportionate share of the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Effective Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least two (2) Business Days prior to the Effective DateCommitments. (c) The Arrangers Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsfavorable opinions, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing prior to dated the Effective Date, of: (i) J. Xxxxxxx XxXxxx, Esq., Senior Counsel of the Borrowers, in substantially the form of Exhibit C; and (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for the Administrative Agent, substantially in the form of Exhibit D hereto. (d) The following statements shall be true and the Administrative Agent shall have received, with a copy for each of the Banks, a certificate of a Responsible Officer of each Borrower, dated as of the Effective Date, stating that: (i) the representations and warranties set forth in Section 5.1 of the Borrower contained in ARTICLE V (other than Section 5.14) or any other Loan Document shall be this Agreement are true and correct on and as of the Effective Date as though made on and there shall be no Default hereunder, and the Borrower shall have delivered a certificate from a Responsible Officer certifying as of such date (except to the satisfaction extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true as of the condition precedent in this clause such other date), and (d)ii) no event has occurred and is continuing that constitutes a Default or an Event of Default. (e) The Borrower Borrowers shall have paid all fees under or referenced in Section 2.3 hereof, to the extent then due and payable. (f) The commitments of the lenders under the Existing Credit Agreements shall have been terminated, no extensions of credit (other than the Existing Letters of Credit) and no interest thereon shall be outstanding or other amounts be due and owing thereunder. (g) The Administrative Agent shall have received (x) a copy of such other approvals, opinions or documents as any Bank through the fully executed Purchase Agreement, (y) a copy of the Business Combination Agreement, and (z) a copy of the Offer Announcement, in each case, in form and substance satisfactory to the LendersAdministrative Agent may reasonably request.