Common use of Conditions Precedent to Initial Advance Clause in Contracts

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange for the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, such documentstogether with Uniform Commercial Code financing statements related thereto; (iv) Original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Security Agreement, together with stock powers or other appropriate instruments of transfer executed in blank; (v) The duly executed Blocked Account Agreements required by Section 6.15; (vi) The Fee Letter duly executed by the Borrowers; (vii) The duly executed Post-Closing Agreement; (viii) A satisfactory field audit of all Accounts and Inventory, and completion of satisfactory appraisals of all Inventory, in form and substance reasonably satisfactory to the Administrative Agent and completed by auditors and appraisers selected by the Administrative Agent; (ix) The legal opinion of King & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (x) The legal opinion of (A) Xxxxxx Xxx Xxxxx & Xxxxxxxxx LLP and (B) Xxxx Xxxxxxxx, P.A., local counsel to the Borrower Parties, addressed to the Lender Group; (xi) The duly executed Request for Advance for the initial Advance of the Loans; (xii) A duly executed Borrowing Base Certificate dated as of the Agreement Date and calculated as of July 5, 2008; (xiii) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such other mattersBorrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as Bank may reasonably deem necessary applicable, hereunder, (D) certificates of good standing from each jurisdiction in which such Borrower Party does business, and (E) copies of all agreements among the shareholders of such Borrower Party to which such Borrower Party is a party and plans and agreements (other than agreements entered into pursuant to or appropriatein connection with a disclosed plan) providing for the grant, issuance or sale of Equity Interests of such Borrower Party; (xiv) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries, together with a pro forma balance sheet giving effect to the incurrence of the initial Advance and the issuance of the initial Letter of Credit hereunder; (xv) Parent and its Subsidiaries (a) 2008 business plan including its 12 month income statement, balance sheet, statement of cash flows and availability forecast and (b) monthly projections, including income statement, balance sheet and statement of cash flows, through January 31, 2009; (xvi) Consolidated financial statements of Parent and its Subsidiaries for the eight-month transition period ended February 2, 2008 and the fiscal year-to-date period ended July 5, 2008, including balance sheets, income and cash flow statements prepared in conformity with GAAP, and with respect to the financial statements for the eight-month transition period ended February 2, 2008, audited by independent public accountants of recognized national standing; (xvii) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xviii) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation:, all tax Liens, against the assets of the Borrower Parties; (axix) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xx) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xxi) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xxii) A flow of funds report duly executed original signatures to by the Loan Documents;Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date; and (xxiii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that no change in the Initial Warrant;business assets, management, operations or financial condition of the Borrower Parties shall have occurred since February 2, 2008, which change has had or could be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance reasonably acceptable to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together with appropriate evidence showing lender loss payable and/or additional insured clauses that no other consents or endorsements in favor approvals are required and that no Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of Bank;an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent shall have received confirmation that the completion original Uniform Commercial Code financing statements naming the respective Borrower Parties as debtor and the Administrative Agent as secured party have been duly filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a Borrowing Base Certificate, in form and substance satisfactory to the Lender Group, reflecting that, among other things, as of the Initial Audit Agreement Date, after giving effect to the borrowings hereunder on the Agreement Date and the issuance of any Letters of Credit hereunder on the Agreement Date, Availability shall not be less than $75,000,000 (with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without deterioration in working capital). (g) The Administrative Agent shall have completed such other business and legal due diligence with respect to the Borrowers and the results satisfactory thereof shall be acceptable to Bank the Administrative Agent, in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make the The initial Advance pursuant to this Agreement is subject to the condition precedent that Bank (i) the Borrower or the Originator shall have paid in full (x) all amounts required to be paid by each of them on or prior to the date hereof pursuant to the Fee Letter and (y) the fees and expenses described in Section 14.5(a) and invoiced prior to the date hereof, and (ii) the Agent shall have received, on or before the date of such initial Advance, the following, each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Agent: (a) This Agreement, the Sale Agreement, the Purchase and Sale Agreement and each of the other Transaction Documents executed by the Originator, the Borrower or the Servicer, as applicable, each duly executed by the parties thereto; (b) A certificate of the Secretary or Assistant Secretary or other appropriate officer of each Loan Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent and the Lenders may conclusively rely until such time as the Agent shall receive from such Loan Party a revised certificate meeting the requirements of this subsection (b)); (c) The Certificate of Formation or other organizational documents of each Loan Party, duly certified by the Secretary of State of such Loan Party’s state of incorporation or organization, as of a recent date acceptable to the Agent in each case together with a copy of the limited liability company agreement or other organizational document of such Loan Party, duly certified by the Secretary or an Assistant Secretary of such Loan Party or other appropriate officer; (d) Resolutions of the board of managers or other governing body of each Loan Party authorizing its execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and all other documents evidencing necessary corporate action and government approvals, if any; (e) Copies of good standing certificates or similar certificates of existence for each Loan Party, issued by the Secretaries of State of the state of incorporation or organization of such Loan Party and the state where such Loan Party’s principal place of business is located; (f) UCC financing statements and/or UCC financing statement amendments satisfactory to the Agent with respect to the Collateral together with written evidence satisfactory to the Agent that the same have been filed or submitted for filing in the appropriate public filing offices(s), in the Agent’s sole discretion, to perfect the Secured Parties’ first priority security interest in the Collateral; (g) A signed acknowledgment by the Lockbox Bank, Wachovia and the Servicer of the assignment of the rights under the Lockbox Agreement to the Agent; (h) Search reports provided in writing to the Agent (i) listing all effective financing statements that name any Loan Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (f) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (i) The Seller Note, duly executed by the Borrower and the Initial PCA Note, duly executed by the Seller; (j) A favorable opinion of counsel to Loan Parties admitted to practice in the State of Illinois, covering the matters set forth in Exhibit 5.1(j); (k) Favorable opinions of counsel to Loan Parties, as to: (1) the existence of a “true sale” of the Receivables from the Originator to the Seller and from the Seller to the Borrower under the Sale Agreement and the Purchase and Sale Agreement, respectively; and (2) the inapplicability of the doctrine of substantive consolidation to the Borrower and the Originator and to the Borrower and the Seller in connection with any bankruptcy proceeding involving any Loan Party; (l) A pro forma Information Package, prepared as of the Cut-Off Date of August 31, 2008; (m) Satisfactory results of a review and audit of the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originator’s operating location(s) and satisfactory review and approval of the Eligible Receivables then in existence and a written outside audit report of a financial consultant reasonably acceptable to the Agent as to such matters, in each case, as of a recent date. (n) The Liquidity Agreement, in form and substance satisfactory to Bankthe Agent, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to by the Loan Documentsparties thereto; (bo) duly executed original signatures With respect to the Initial WarrantPerformance Guarantor, copies of its most recent reports on SEC Forms 10-K and 10-Q; (cp) the Operating Documents The Fee Letter, together with payment of any and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (all fees due on or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datedate of the initial Advance; (dq) duly executed original signatures to A certificate of an Authorized Officer of each of the completed Borrowing Resolutions for Borrower; (e) certified copies, dated Loan Parties certifying that as of a recent date, the date of financing statement searches, as Bank may 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 Advance, will be terminated no Event of Default or releasedUnmatured Default exists and is continuing; (fr) the Perfection Certificate of BorrowerThe Assignment Agreement, together with the duly executed original signature by the parties thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (js) payment of Such other agreements, instruments, certificates, opinions and other documents as the fees and Bank Expenses then due as specified in Section 2.4 hereofAgent may reasonably request.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to the condition precedent that Bank shall have receivedfollowing conditions precedent: (a) Receipt by Lender of the fully executed Advance Request; (b) If the Initial Advance is a Variable Advance, receipt by Lender at least five (5) days prior to the Initial Closing Date, of the confirmation of an Interest Rate Cap commitment, in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date; (c) If the Initial Advance is a Variable Advance, receipt by Lender of Interest Rate Cap Documents in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date; (d) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and delivered original copies of the Variable Facility Note or Fixed Facility Note, as applicable, the Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to BankLender and in form proper for recordation, such documentsas may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and completion the payment of all taxes, fees and other charges payable in connection with such other mattersexecution, as Bank may reasonably deem necessary or appropriatedelivery, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents recording and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrowerfiling; (e) certified copies, dated as of If the Initial Advance is a recent date, of financing statement searches, as Bank may 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 Variable DMBS Advance, will be terminated or released;receipt by Lender of the first installment of Variable Facility Fee and the entire Discount payable by Borrower pursuant to Section 1.04; and (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required Receipt by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion Lender of the Initial Audit with results satisfactory Origination Fee pursuant to Bank in its sole Section 10.03(a), the Initial Due Diligence Deposit pursuant to Section 10.03(a) and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Initial Due Diligence Fee pursuant to Section 2.4 hereof10.04(a).

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lender to make the initial Advance is hereunder shall be subject to the condition precedent that Bank shall have receivedfollowing conditions: (a) Receipt of the following, each in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lender: (ai) This Agreement, properly executed by the Borrower. (ii) The Note, properly executed by the Borrower. (iii) Such financial statements of the Borrower as requested by the Lender. (iv) Current searches of appropriate filing offices showing that (A) no state or federal tax liens have been filed and remain in effect against the Borrower, (B) no financing statements or assignments of patents, trademarks or copyrights have been filed and remain in effect against the Borrower except those financing statements and assignments of patents, trademarks or copyrights relating to Permitted Liens or to liens held by Persons who have agreed in writing that upon receipt of proceeds of the Advances, they will deliver UCC releases and/or terminations and releases of such assignments of patents, trademarks or copyrights satisfactory to the Lender, and (C) the Lender has duly executed original signatures filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing. (v) A certificate of the Borrower's Secretary or Assistant Secretary certifying as to (A) the resolutions of the Borrower's directors and, if required, shareholders, authorizing the execution, delivery and performance of the Loan Documents;, (B) the Borrower's articles of incorporation and bylaws, and (C) the signatures of the Borrower's officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower's behalf. (bvi) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified A current certificate issued by the Secretary of State of Colorado certifying that Borrower is in compliance with all applicable organizational requirements of the State of Colorado. (vii) Evidence that the Borrower is duly licensed or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (viii) A certificate of an officer of Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V. (ix) An opinion of counsel to the Borrower, addressed to the Lender. (x) Such other documents as the Lender in its sole discretion may require. (b) Receipt of reimbursement for all reasonable agreed-upon expenses for which invoices have been presented to the Borrower. (c) The Lender's completion and satisfaction of the business, each as of a date no earlier than thirty (30) days prior to gas market, financial, legal, title, engineering and environmental due diligence on the Effective Date;Properties, the Collateral and the Borrower conducted by the Lender. (d) duly executed original signatures Title review of the Properties, including the Borrower's right to produce oil and gas from xxxxx held under oil and gas leases, satisfactory to the completed Borrowing Resolutions for Borrower;Lender and its counsel. (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that No material adverse changes in the Liens indicated in any such financing statements either constitute Permitted Liens Borrower or the Properties shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofoccurred.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitment and to make the initial Advance is hereunder, and the obligation of the Issuing Bank to issue the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lender Group: (ai) This duly executed Agreement, (ii) The Fee Letter duly executed by Borrowers, (iii) The Security Agreement duly executed by each Borrower Party, together with Uniform Commercial Code financing statements related thereto, certificates representing all of the certificated Equity Interests of the pledged Subsidiaries, and all other original signatures Collateral to be delivered to the Administrative Agent pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank, (iv) A Trademark Security Agreement duly executed by Borrowers, (v) The Affinity Pledge Agreement duly executed by AGI, (vi) The duly executed Blocked Account Agreements required by Section 6.15, (vii) The legal opinions of Xxxxxx, Xxxxxxxx and Xxxxxx, P.A. and Xxxxxx Xxxxxx, counsel to the Borrower Parties, addressed to the Lender Group, (viii) The duly executed Request for Advance for the initial Advance of the Loans, (ix) A duly executed Borrowing Base Certificate, in form and substance satisfactory to the Administrative Agent, dated the Agreement Date, (x) Duly executed Collateral Access Agreements as required by the Administrative Agent; (xi) Duly executed Credit Card Processor Agreements as required by the Administrative Agent, (xii) With respect to each Borrower Party and AGI, a loan certificate signed by the secretary or assistant secretary of such Person (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as appropriate, of such Person), in form and substance satisfactory to the Administrative Agent, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the Certificate of Incorporation or Formation of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or it general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank Products Documents and, with respect to Borrowers, authorizing the borrowings hereunder, (D) certificates of good standing from each jurisdiction in which such Person does business, (E) copies of employment contracts for key management level employees of such Person, and (F) copies of all shareholders or share purchase agreements relating to the Equity Interests of such Person, (xiii) A Solvency Certificate executed by an Authorized Signatory of the Camping World regarding the solvency and financial condition of the Borrower Parties, after the incurrence of the Initial Advance and, if any, the issuance of the initial Letter of Credit hereunder and after giving effect to the AGI Credit Documents, (xiv) the financial statements and balance sheets described in Section 5.1(k), (xv) Projected consolidated financial statements, including the balance sheet and related statements of income and cash flow, for Camping World and its Subsidiaries for the 2010 fiscal year on a month by month basis, and for each fiscal year thereafter until the Maturity Date on an annual basis, (xvi) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties and certified copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5, (xvii) Pay-off or release letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Borrower Parties, the repayment of Funded Debt, or the release of a Borrower Party from a Guaranty, (xviii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices, (xix) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens), including evidence satisfactory to the Administrative Agent that (x) any Liens granted pursuant to the New York Life Facility shall have been released and terminated, (y) any UCC financing statements filed against any Borrower Party pursuant to the AGI Credit Documents shall have been subsequently amended to include in the collateral description of each such financing statement a reference to the Intercreditor Agreement and the first priority perfected Liens of the Administrative Agent thereunder and (z) any UCC financing statements filed against AGI pursuant to the AGI Credit Documents shall have been subsequently amended to include in the collateral description of each such financing statement a reference to the Intercreditor Agreement and the first priority perfected Liens of the Administrative Agent on the Pledged Interests (as defined in the Affinity Pledge Agreement) thereunder, (xx) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of the Loan Documents and the due diligence relating thereto to be paid on the Agreement Date, including fees and expenses of counsel to the Administrative Agent, (xxi) A flow of funds report which shall include a statement of all sources and uses of funds on the Agreement Date, (xxii) The duly executed Letter of Credit Reimbursement Agreement, and (xxiii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that no change in the insurance policies and endorsements required by Section 6.7 hereof are in full force and effectbusiness, together with appropriate evidence showing lender loss payable and/or additional insured clauses assets, management, operations, financial condition, income or endorsements in favor of Bank; (i) the completion prospects of the Initial Audit with results satisfactory Borrower Parties shall have occurred since December 31, 2008, which change has had or could reasonably be expected to Bank in its sole have a Materially Adverse Effect, and absolute discretion; and (j) payment the Lender Group shall have received a certificate of an Authorized Signatory of the fees and Bank Expenses then due as specified in Section 2.4 hereof.Borrower Parties so stating;

Conditions Precedent to Initial Advance. BankEach Lender’s obligation to make the initial Advance and each Secured Party’s obligations hereunder is subject to the condition conditions precedent that Bank that: (a) The Administrative Agent shall have received, in form and substance satisfactory to Bankthe Administrative Agent and the Required Lenders, such documents, and completion of such other matters, as Bank the Administrative Agent or the Required Lenders may reasonably deem necessary or appropriate, including, without limitation: (ai) duly executed original signatures to the Loan Documents; (bii) duly executed original signatures to the Initial Warrant; (cA) the Operating Documents and long-form each Loan Party’s Governing Documents, (B) a good standing certificates certificate of Borrower and its Subsidiaries each Loan Party certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ the jurisdiction of organization or formation and incorporation of each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Loan Party as of a date no earlier than thirty (30) days prior to the Effective DateDate together with bring-down telegrams or facsimiles reasonably requested by the Administrative Agent; (diii) duly executed original signatures to the Secretary’s Certificates with completed Borrowing Resolutions for Borrowerfrom each of the Loan Parties in the form attached hereto as Exhibit F; (eiv) certified copiesa duly executed Federal Reserve Form U-1 (Regulation U); (v) proper financing statements in form appropriate for filing under the Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens, subject to Permitted Liens, and security interests created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement; (vi) evidence of the completion of all other recordings and filings of or with respect to the Pledge and Security Agreement that the Agents may deem necessary in order to perfect and protect the security interest created thereunder and payment of all filing and recording fees related thereto; (vii) evidence that all other actions that the Agents may deem necessary in order to perfect and protect the first priority liens, subject to Permitted Liens, and security interests created under the Pledge and Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters and/or release letters and UCC-3 termination statements); (viii) [Reserved]; (ix) a legal opinion of Borrower’s counsel dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, Effective Date together with the duly executed original signature signatures thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jx) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.5 hereof and all other amounts then due as specified in Section 10.16; (xi) Solvency Certificate; (xii) such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Administrative Agent and the Required Lenders in form and substance, as the Administrative Agent or the Required Lenders may reasonably request, including, without limitation, a duly executed W-9 (or such other applicable Internal Revenue Service tax form) and requested “know your customer” information from the Loan Parties; (xiii) evidence of the insurance coverage required by Section 6.12 and such other insurance coverage with respect to the business and operations of the Loan Parties as the Administrative Agent may reasonably request, in each case, where requested by the Administrative Agent, with such endorsements as to the named insureds or loss payees thereunder as the Administrative Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon thirty (30) days’ prior written notice to the Collateral Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Collateral Agent may request; (xiv) evidence demonstrating that Borrower is in compliance with the requirements of Sections 6.5 and 7.3 and that there is no Default or Event of Default under Sections 8.14 or 8.15, in each case after giving effect to any transactions contemplated at such time; (xv) a Portfolio Report; and (xvi) a Miscellaneous Securities Report.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject As conditions precedent to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion Initial Advance of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe applicable portion of the Facility by the Lender: (a) duly the Borrower will have: (i) executed original signatures and delivered or caused to be executed and delivered all of the Security documents referred to in paragraph 8 above and the documents, securities and instruments referred therein and the Lender will have completed all registrations and other filings that may be prudent or necessary to perfect the Lender’s security therein; (ii) received and provided the Lender with written evidence of the approval of the Exchange to the Loan Documentsissuance of the Standby Fee Shares and the Bonus Shares; (iii) delivered a certified copy of its directors’ resolutions authorizing the borrowing of the Facility, the grant of the Security, as applicable, and the execution and delivery of this Agreement and all agreements, documents and instruments referred to herein, together with an officer’s certificate, certifying certain factual matters, in form and terms satisfactory to the Lender; (iv) delivered a certified copy of a resolution of the directors of the Guarantor authorizing the guarantee of the Facility, the grant of the Security, as applicable, and the execution and deliver of all agreements, documents and instruments applicable thereto, together with an officer’s certificate, certifying certain factual matters, in form and terms satisfactory to the Lender; (v) caused to be executed and delivered a legal opinion of counsel to the Borrower and the Guarantor, in form and terms satisfactory to the Lender and its counsel; (b) duly executed original signatures the representations and warranties of the Borrower contained in paragraph 11 will be true and correct in all material respects and the Borrower will have complied with all covenants required to be complied with by it under this Agreement and all other documents delivered hereunder, prior to the Initial WarrantAdvance of the Facility by the Lender; (c) there shall have been no adverse material change in the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as operations, assets or ownership of a the Borrower since the date no earlier than thirty (30) days prior to of the Effective DateTerm Sheet; (d) duly executed original signatures to the Lender will have completed Borrowing Resolutions for Borrower; (e) certified copiesand, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower and the Guarantor and their respective properties and assets and will have received the approval of the Lender’s board of directors; and (je) payment the Lender will, in its sole and absolute discretion, be satisfied as to the creditworthiness of the fees Borrower and Bank Expenses then due as specified its Subsidiaries and the adequacy of the collateral security contemplated herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in Section 2.4 hereofwriting on or before April 16, 2007, this Agreement will terminate, and the Lender will be under no further obligation to the Borrower in connection with the transaction contemplated herein.

Conditions Precedent to Initial Advance. Bank’s The obligation of Alliance to make fund the initial Advance is subject to the condition precedent that Bank shall have receivedfulfillment, to the satisfaction of Alliance in form and substance satisfactory to Bankits sole discretion, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationeach of the following conditions: (a) duly executed original signatures The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the funding, as though made on and as of such date (except to the Loan Documentsextent that such representations and warranties relate solely to an earlier date); (b) duly executed original signatures to No Event of Default or event which with the Initial Warrantgiving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing as of the date of the funding nor shall either result from the making of the funding; (c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Operating making of such funding shall have been issued and remain in force by any governmental authority against Borrower, Alliance, or any of their Affiliates; (d) Borrower shall have delivered to Alliance or its Custodian if Alliance so directs Borrower, each Note File; (e) Alliance shall have received each of the Loan Documents, duly executed by Borrower or Guarantor, as applicable, and each such document shall be in full force and effect; (f) Borrower shall have provided evidence satisfactory to Alliance that its lien in the Collateral shall be a lien of first-priority (subject to Permitted Liens); (g) A field audit, satisfactory to Alliance in its sole and absolute discretion, shall have been conducted by or on behalf of Alliance of the Collateral and of the Borrower’s operations or business, with the cost and expense of such audit to be borne solely by Borrower; (h) Alliance shall have received a certificate from the manager or members of Borrower, and each entity Guarantor, as required, attesting to the resolutions of Borrower’s or such Guarantor’s members and managers authorizing its execution and delivery of all of the documents evidencing the purchase of the Collateral and of this Agreement and the other Loan Documents to which Borrower or such Guarantor is a party and long-form good standing certificates authorizing specific officers, managers or members of Borrower or Guarantor to execute same; (i) Alliance shall have received copies of Borrower’s, and its Subsidiaries each entity Guarantor’s, formation documents and any operating agreements or member agreements, as amended, modified, or supplemented to the Closing Date, certified by the manager of Borrower or such Guarantor; (j) Alliance shall have received a certificate of LLC status with respect to Borrower and each entity Guarantor by the Secretary of State of its state of formation, which certificate shall indicate that such entity is in good standing; (or equivalent agencyk) Alliance shall have recevied a a Certificate (in form and substance acceptable to Alliance) certifying as to the existence of each trust Guarantor and authority of the trustee(s) of Borrower’s each trust Guarantor to execute and deliver their respective Guarantees, and such Subsidiaries’ jurisdiction other matters as Alliance may require. (l) Borrower shall have confirmed to Alliance that each property encumbered by a Note Mortgage and securing a Eligible Note is insured by a policy of organization casualty insurance meeting the requirements of Section 6.10 hereof; (m) Alliance shall have received the certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.10 hereof, the form and substance of which shall be satisfactory to Alliance in its sole and absolute discretion; (n) Payment of Alliance’s fees and reimbursable costs and expenses due under this Agreement through the date of initial Advance, including without limitation all legal expenses, filing and recording fees, incurred through the date of the closing of this Agreement, shall have been made to Alliance; (o) Evidence Borrower is licensed or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary shall have been provided to Alliance; (p) A Customer Identification Information Form and such other forms and verification as Alliance may need to comply with the U.S.A. Patriot Act and other applicable laws and regulations.; (q) Borrower shall provide a Borrowing Base Certificate computed as of a date no earlier not more than thirty (30) days prior to the Effective Date;such Advance. (dr) duly executed original signatures No material adverse change shall have occurred relative to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement business activities, operations and any amendments thereto; (h) evidence satisfactory to Bank that projections, the insurance policies and endorsements required by Section 6.7 hereof are in full force and effectCollateral, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor the liens, security interest, or rights of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionAlliance; and (js) payment of the fees and Bank Expenses then due Such other documents as specified Alliance in Section 2.4 hereofits reasonable discretion may require.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to the condition precedent that Bank fulfillment, to the satisfaction of Lender and its counsel, of each of the following conditions on or before the Closing Date: (a) Borrowers’ Cases have commenced and are pending in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code; (b) Lender shall have receivedreceived a certificate from an Authorized Officer of Borrowers attesting to the resolutions of Borrowers’ Boards of Directors authorizing (i) Borrowers’ commencement of the Cases in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, (ii) Borrowers’ execution and delivery of this Agreement and the other Loan Documents to which Borrowers are parties, and (iii) specific officers of Borrowers to execute same; (c) the Bankruptcy Court shall have entered the Interim Bankruptcy Court Order, and such order shall remain in full force and effect, except for such modifications thereto acceptable to Lender; (d) no motion shall have been granted (i) appointing a trustee in any of Borrowers’ Cases, or (ii) converting any of Borrowers’ Cases to Chapter 7 of the Bankruptcy Code; (e) Borrowers shall have filed with the Bankruptcy Court in the Cases a motion seeking the approval of the Bidding Procedures Order and the Purchase Agreement; (f) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such advance, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (g) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower Lender 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto;counsel; and (h) evidence satisfactory to Bank that no Event of Default or event which with the insurance policies giving of notice or passage of time would constitute an Event of Default shall have occurred and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor be continuing on the date of Bank; (i) such advance nor shall either result from the completion making of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofadvance.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitment and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange with a Foreign Issuer the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Agents and the other members of the Lender Group: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender's Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Pledge Agreement duly executed by each Borrower Party pledging one hundred percent (100%) of the Equity Interests owned by such Borrower Party in any Domestic Subsidiary and a minimum of sixty five percent (65%) of the Equity Interests owned by such Borrower Party in any Foreign Subsidiary, together with stock certificates representing all of the certificated Equity Interests pledged as security thereunder and stock powers with respect thereto duly endorsed in blank and Uniform Commercial Code financing statements, as applicable, related to all of the Equity Interests pledged as security thereunder; (iv) The Security Agreement duly executed by each Borrower Party, together with Uniform Commercial Code financing statements related thereto; (v) The Intellectual Property Security Agreement duly executed by each Borrower Party; (vi) The Assignment of Rights under Acquisition Agreement duly executed by the Parent, the Target and acknowledged by the Sellers; (vii) Each factor of Accounts under the factoring arrangements described in Schedule 8.7 shall have executed a Factoring Intercreditor Agreement, (viii) The Fee Letter duly executed by the Borrowers; (ix) The Mortgages duly executed by the applicable Borrower Parties, encumbering each Borrower Party's fee interest in the real property listed on Schedule 5.1(w)-2 (other than the Administrative Borrower's real property located in Greenville, Georgia, at 000 Xxxxxxxx Xxxx in Vidalia, Georgia, at lots 34 and 35 in Gaffney, South Carolina and at 00xx Xxxxxx in Gaffney, South Carolina), together with delivery to the Administrative Agent of: (w) title insurance commitments (the "Title Insurance Commitments"), each issued by Lawyers Title Insurance Corporation or another title company acceptable to each of the Agents in such documentsform and amount as is acceptable to each of the Agents insuring that each Mortgage is a valid first priority Lien on the applicable Borrower Party's interest in the real property subject only to such exceptions to title as shall be acceptable to each of the Agents in their discretion and containing such endorsements and affirmative insurance as the Agents may require and as are available in the jurisdiction in which the relevant property is located, and completion true copies of each document, instrument or certificate required by the terms of each such policy and/or Mortgage to be filed, recorded, executed or delivered in connection therewith; (x) duly authorized Uniform Commercial Code financing statements under the applicable Uniform Commercial Code, or other mattersfilings under applicable law, to be filed in connection with each Mortgage in form and substance satisfactory to each of the Agents to perfect the Lien created by each Mortgage; (y) a current survey of the real property encumbered by each Mortgage, certified to the title company, the Lender Group and each of their successors and assigns, in form and content satisfactory to each of the Agents and prepared by a professional and properly licensed land surveyor satisfactory to each of the Agents and (z) local counsel opinions with respect to each Mortgage in form and substance satisfactory to each of the Agents. (x) An environmental review and audit report (including phase I and, as Bank determined necessary by the Agents, phase II environmental reports) with respect to each parcel of Eligible Real Estate, together with a reliance letter in favor of the Lender Group, in each case, satisfactory in all respects to each of the Agents from EMG or another independent firm acceptable to the Administrative Agent (including without limitation any Phase I and, as determined necessary by the Agents, Phase II environmental reports prepared by EMG), together with copies of all existing environmental reviews and audits and other information pertaining to actual or potential environmental claims as the Agents may reasonably deem necessary or appropriaterequire. (xi) Appraisals in form and substance satisfactory to each of the Agents reflecting values of the Borrower Parties' interest in real property and Inventory at levels acceptable to each of the Agents from appraisers acceptable to each of the Agents (including without limitation, appraisals of inventory from Hilco Appraisal Services, LLC, appraisals of real property from Land America, and valuations by the Administrative Agent's field examiners (including, without limitation: (a, valuations from Freed Xxxxxx) duly executed original signatures reflecting values of the Borrower Parties' Accounts, Inventory and other personal property at levels acceptable to each of the Loan DocumentsAgents; (bxii) duly Duly executed original signatures landlord waiver agreements and bailee waiver agreements, as applicable, with respect to each Borrower Party's leased premises or goods in the Initial Warrantpossession of bailees, in each case, in form and substance satisfactory to each of the Agents; (cxiii) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) A duly executed original signatures Licensor Consent Agreement with respect to the completed Borrowing Resolutions for Borrowereach License Agreement; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant[reserved]; (c) [reserved]; (d) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ef) duly executed original signature to a payoff letter, in form and substance reasonably satisfactory to Bank, from Royal Bank of Canada evidencing that the Credit Agreement dated as of September 30, 2013, among Borrower, various lenders, and Royal Bank of Canada, as agent for such lenders, shall have been terminated and all amounts thereunder shall have been paid in full, together with authorization to file the applicable UCC-3 termination statements to be recorded with the Delaware Secretary of State; (g) [reserved]; (h) [reserved]; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fj) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (gk) [reserved]; (l) a copy legal opinion of Borrower’s Investors’ Rights Agreement and any amendments counsel dated as of the Effective Date together with the duly executed original signature thereto; (hm) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; provided that such endorsements shall be delivered on or prior to the date that is ten (10) Business Days after the Effective Date (or such later date as the Bank may agree in its sole discretion). (n) [reserved]; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jo) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lender under this Agreement to make the initial Advance is Advance, are subject to and conditional upon satisfaction (or waiver by the condition Lender) of all of the conditions precedent set out in Sections 3.1 and 3.3 and the following conditions precedent being fulfilled to the satisfaction of the Lender by no later than the date that Bank is thirty (30) days following the Closing Date, which conditions precedent are for the sole and exclusive benefit of the Lender: 3.2.1 the Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the IQ Warrant Agreement, the certificates representing the Warrants and the IQ Warrants, the Funding Direct Agreements and [redacted – commercially sensitive information], will have been executed and delivered by all parties thereto and each shall have received, be in form and substance satisfactory to Bankthe Lender; 3.2.2 the Lender shall have received certificates of status, such documents, and completion of such other matterscompliance or good standing (or the local law equivalent), as Bank may reasonably deem applicable, of each Obligor and Telesat Parent; 3.2.3 all financing statements or other registrations necessary or appropriatedesirable to preserve, includingprotect or perfect the enforceability and first priority of the Encumbrances created by the Deed of Hypothec (subject only to Permitted Encumbrances) shall have been filed, without limitation:entered or recorded in the applicable offices of public record, all in form and substance satisfactory to the Lender, acting reasonably; (a) duly executed original signatures 3.2.4 the Lender shall have received evidence of all insurance required to be maintained pursuant to the Loan DocumentsDocuments as at the Closing Date, naming the Collateral Agent as additional insured and first loss payee, as applicable; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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, 3.2.5 all Funding Direct Agreements required in connection with the initial AdvanceSecurity Documents will have been obtained from the applicable Core Material Project Contract Counterparties in respect of each Core Material Project Contract subject to such Funding Direct Agreement as determined to be necessary by the Lender, will be terminated or releasedacting reasonably; (f) 3.2.6 all Landlord Access Agreements required in connection with any Leased Real Property as at the Perfection Certificate of BorrowerClosing Date will have been obtained from the applicable third parties as determined to be necessary by the Lender, together with the duly executed original signature theretoacting reasonably; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 3.2.7 currently dated legal opinions from (i) counsel to the completion Obligors and Telesat Parent, with respect to, without limitation, the Deed of Hypothec, the Warrant Agreement, the issuance of the Initial Audit Warrants and the common shares issuable upon exercise of the Warrants, the Securityholder Agreement and the Funding Direct Agreements, (ii) (A) counsel to each Core Material Project Contract Counterparty subject to a Funding Direct Agreement in respect of its respective Core Material Project Contract(s) and its related Funding Direct Agreement(s)), (iii) counsel, with results respect to, the execution and delivery of the MDA Agreement, and (iv) such other special and local counsel as may be reasonably required by the Lender, each in form and substance satisfactory to Bank the Lender and Xxxxxx’s counsel will have been delivered to the Lender and the Collateral Agent as addressees, it being acknowledged that the Non-Consolidation Opinions need not be redelivered or updated; 3.2.8 the requirement outlined in prong (a) of the definition of “Independent Entity” shall have been completed and shall be satisfactory to the Lender in its sole discretion; 3.2.9 the Lender shall have entered into financing arrangements with Export Development Canada pursuant to that certain credit agreement to be entered into between the Lender, as borrower, and absolute discretionExport Development Canada, on behalf of His Majesty in Right of Canada, as lender; 3.2.10 the Borrower will have paid, or arrangements satisfactory to the Lender shall have been made to ensure that the Borrower will pay, all reasonable and documented out-of-pocket expenses (including all reasonable legal fees, Advisor fees and other consultant or advisor fees) incurred by or on behalf of the Lender in connection with this Agreement, the other Loan Documents and the transactions and other documents contemplated by this Agreement; 3.2.11 no transaction, event or other action shall have occurred since the date hereof that would have required the consent of the Lender pursuant to the Securityholder Agreement or the Warrant Agreement had such agreement been entered into on the date hereof; and (j) payment 3.2.12 the Lender will have received such additional evidence, documents or undertakings as the Lender, acting reasonably, will request to address any new information that arises after the Closing Date and prior to the date of the fees and Bank Expenses then due as specified initial Advance in Section 2.4 hereofconnection herewith in compliance with the conditions set forth in this Agreement.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Banks to undertake the Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion prior or contemporaneous fulfillment of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationeach of the following conditions: (a) The Administrative Agent and the Banks shall have received each of the following: (i) this Agreement duly executed original signatures to the Loan Documentsexecuted; (b) duly executed original signatures to the Initial Warrant; (cii) the Operating Documents loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit K, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and longcorrect copy of the Certificate of Incorporation and By-form laws of the Borrower as in effect on the Agreement Date, (B) certificates of good standing certificates of for the Borrower and its Subsidiaries certified issued by the Secretary of State (or equivalent agency) similar state official for the state of Borrower’s incorporation of the Borrower and such Subsidiaries’ jurisdiction of organization or formation and for each jurisdiction state in which the Borrower is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Borrower; (iii) duly executed Notes; (iv) duly executed Security Documents; (v) copies of insurance binders or certificates covering the assets of the Borrower and its Restricted Subsidiaries, and otherwise meeting the requirements of Section 5.5 hereof, together with copies of the underlying insurance policies; (vi) legal opinion of Xxxxxxxx & Worcester LLP counsel to the Borrower; addressed to each Subsidiary is qualified to conduct business, each Bank and the Administrative Agent and dated as of a date no earlier than thirty (30) days prior to the Effective Agreement Date; (dvii) duly executed original signatures to Certificate of Financial Condition for the completed Borrowing Resolutions for Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, given by the chief financial officer of the Borrower; (eviii) copies of the most recent quarterly financial statements of the Borrower and its Restricted Subsidiaries provided to each Bank and each Administrative Agent, certified copies, dated as by the chief financial officer of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or releasedBorrower; (fix) all such other documents as the Perfection Certificate of BorrowerAdministrative Agent may reasonably request, together with the duly executed original signature thereto;certified by an appropriate governmental official or an Authorized Signatory if so requested. (gb) a copy of Borrower’s Investors’ Rights Agreement The Administrative Agent and any amendments thereto; (h) the Banks shall have received evidence satisfactory to Bank them that all Necessary Authorizations, including all necessary consents to the insurance policies and endorsements required by Section 6.7 hereof closing of this Agreement, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together to the knowledge of the Borrower, threatened reversal or cancellation, and the Administrative Agent and the Banks shall have received a certificate of an Authorized Signatory so stating. (c) The Borrower shall certify to the Administrative Agent and the Banks that each of the representations and warranties in Article 4 hereof are true and correct in all material respects as of the Agreement Date and that no Default or Event of Default then exists or is continuing. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Parent or American Radio Systems has contributed not less than $25,000,000 of equity into the Borrower comprised of not less than $15,000,000 in cash (or acquisitions of property from non- Affiliates made with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements Capital Stock of American Radio Systems) and the balance in tangible assets (valued at American Radio Systems's cost for such assets). (e) The Borrower shall have paid to the Administrative Agent for the account of each Bank the facility fees set forth in those letter agreements dated the Agreement Date in favor of each Bank;. (if) the completion of the Initial Audit with results The Administrative Agent shall have received evidence reasonably satisfactory to Bank it that no real property owned by the Borrower is located in its sole and absolute discretion; and (j) payment of a Federal or state designated flood zone or, to the fees and Bank Expenses then due as specified extent that any such real property is located in Section 2.4 hereofa Federal or state designated flood zone, evidence satisfactory to it that such real property is sufficiently insured against flood related losses.

Conditions Precedent to Initial Advance. Bank’s obligation The Lender shall not be obligated to make any Advance hereunder until the initial Advance is subject to the condition precedent that Bank shall following conditions have receivedbeen satisfied, in form and substance satisfactory to Bankthe sole discretion of, such documentsor waived in writing by, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Deal Agent: (a) The Transaction Documents shall have been duly authorized, executed original signatures to and delivered by the Loan Documents;parties thereto. (b) duly executed original signatures The Deal Agent shall have completed, to its satisfaction, the Initial Warrant;audit contemplated by Section 2.16(c) and shall have notified the Borrower, the Originator and the Servicer, in writing, that it shall begin to fund. (c) The Deal Agent and the Operating Documents and long-Trustee shall have received the initial Contract List, certified by a Responsible Officer of the Originator, together with an Assignment Agreement substantially in the form good standing certificates of Exhibit A to the Purchase Agreement. (d) The Deal Agent shall have received a certificate of a Responsible Officer of the Borrower and its Subsidiaries certified by a Responsible Officer of the Secretary Servicer substantially in the form of State Exhibit G attached hereto. (e) The Deal Agent shall have received executed powers of attorney in the form of Exhibit H hereto from the Servicer, the Originator and the Borrower. (f) The Deal Agent, the Lender and the Hedge Counterparty shall have received legal opinions acceptable (in their sole discretion) to the Lender, the Hedge Counterparty and the Deal Agent from Dechert LLP as the Deal Agent may request. (g) The Deal Agent shall receive evidence satisfactory to it that, on or equivalent agency) of Borrower’s before the Initial Advance Date, UCC-l financing statements and such Subsidiaries’ jurisdiction of organization UCC-3 terminations have been or formation and are being filed in each office in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or are required (i) to perfect the first priority security interests created by the Purchase Agreement reflecting the interest of the Borrower in the Asset Pool and the proceeds thereof, and (ii) to perfect the first priority security interests created by the Note Purchase Agreement of the Trustee on behalf of the Secured Parties in the Asset Pool and the proceeds thereof. (h) The Deal Agent shall, as of the Initial Advance Date, have been orfurnished with such other documents and opinions (including executed copies, addressed to it or otherwise expressly allowing it to rely thereon of such documents or opinions) delivered to any other person in connection with the initial AdvanceNote Purchase Agreement, will be terminated or released; (f) the Perfection Certificate of Borrowerother Transaction Documents and the transactions contemplated hereby and thereby as it may reasonably require, together and all documents and opinions as well as actions and proceedings taken by the Borrower in connection with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement Transaction Documents satisfactory in form and any amendments thereto; (h) evidence satisfactory substance to Bank that the insurance policies Deal Agent and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofcounsel.

Conditions Precedent to Initial Advance. Bank’s Lender's obligation to make the initial first Advance hereunder is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matterssatisfaction, as Bank may reasonably deem necessary or appropriatedetermined by Lender in its reasonable discretion, including, without limitationof the following conditions: (a) duly Borrower shall have executed original signatures and delivered to Lender the Loan DocumentsSecurity Agreement in the form of EXHIBIT C (THE "SECURITY AGREEMENT"); (b) duly Borrower shall have executed original signatures and delivered to Lender the Initial WarrantBorrower Patent and Trademark Security Agreement for filing in the U.S. Patent and Trademark Office in the form of EXHIBIT D; (c) Borrower and Lender shall have entered into an Account Control Agreement with each bank, Securities Intermediary or other financial institution with whom Borrower or its Subsidiaries have an Account substantially in the Operating Documents form of EXHIBIT E together with such changes requested by the bank, Securities Intermediary or other financial institution and long-which changes are acceptable to Lender and Borrower; (d) Borrower shall have executed and delivered to Lender a duly executed Promissory Note in the form good standing certificates of EXHIBIT A; (e) receipt by Lender of an opinion of Latham & Watkins, counsel for Borrower (or such other nationally recoxxxxxx coxxxxx xeasonably acceptable to Lender), dated as of the date the first Advance is made, substantially in the form of EXHIBIT F hereto and covering such additional matters relating to the transactions contemplated hereby as Lender may reasonably request; (f) Borrower and each of its Subsidiaries shall have executed and delivered to Lender a duly executed Perfection Certificate in the form of EXHIBIT B and (x) if such Perfection Certificate demonstrates that any Collateral is owned by any Subsidiary, then, to the extent necessary for Borrower to comply with its obligations under Section 6.13 hereof, such Subsidiary of Borrower shall grant a first priority perfected security interest in such Collateral to Lender and (y) if such Perfection Certificate demonstrates that any Subsidiary organized in the U.S. of Borrower owns assets worth in excess of $1,000,000 then such Subsidiary shall have executed and delivered to Lender a guaranty of the Loan Documents in customary form reasonably satisfactory to Lender; (g) Borrower and each of its Subsidiaries shall have executed and delivered to Lender a certificate, dated as of the date hereof and the date the first Advance is made, duly executed by its Secretary or an Assistant Secretary certifying as to: (A) a true and correct copy of its certificate of incorporation or certificate of formation attached thereto, as certified by the Secretary secretary of State (or equivalent agency) state of Borrower’s and such Subsidiaries’ its jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty ten (3010) days prior to the Effective Date; date hereof and the date the first Advance is made, and stating that such certificate of incorporation or certificate of formation is in full force and effect and that there have been no amendments, alteration or modifications of such certificate (dB) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copiesa true and correct copy of its bylaws or operating agreement, dated attached thereto, and stating that such bylaws or operating agreement are in full force and effect as of a recent datethe date hereof and the date of the first Advance, (C) the good standing certificate attached thereto from each jurisdiction where it is qualified to do business, (D) the copy of financing statement searchesthe resolutions attached thereto of the Board of Directors authorizing and approving the execution, as Bank may requestdelivery and performance of, accompanied by written evidence (including and the consummation of the transactions contemplated by, this Agreement, the other Loan Documents and any UCC termination statements) other documents or instruments contemplated hereby, and stating that the Liens indicated in any such financing statements either constitute Permitted Liens resolutions thereby certified have not been amended, modified, revoked or have been or, in connection with the initial Advance, will be terminated or released; rescinded; and (fE) the Perfection Certificate incumbency, authority and specimen signature of Borrowereach officer executing this Agreement, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and Loan Documents or any amendments theretoother document or instrument contemplated hereby; (h) evidence satisfactory no event specified in Section 2.6(b) shall have occurred; (i) no injunctive or equitable relief has been obtained in favor of any Person other than Borrower or Lender due to Bank that the insurance policies infringement of any third party rights by the Products; (j) the License Agreement shall not have been terminated and endorsements required by Section 6.7 hereof are shall be in full force and effect, together and Borrower is not at such time in default or breach (x) (other than a de minimis breach) of any provision of the License Agreement or (y) of any of payment obligations under Section 5.3(a) or 6A.7 of the Collaboration Agreement or any obligation to comply with appropriate evidence showing lender loss payable and/or additional insured clauses law under Section 2.2 or endorsements in favor 6A.3(a)(i) of Bankthe Collaboration Agreement; (ik) termination of any outstanding Liens on any assets or properties of Borrower and its Subsidiaries other than Permitted Liens; (l) Borrower and the Subsidiaries shall have no outstanding Indebtedness other than Permitted Indebtedness; (m) the completion of the Initial Audit with results satisfactory US Launch Date shall have occurred on or prior to Bank in its sole and absolute discretion[***]; and (jn) payment development of the fees and Bank Expenses then due as specified in Section 2.4 hereofMR Product shall not have been terminated.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to satisfaction of the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) duly receipt by Lender of the fully executed original signatures to the Loan DocumentsAdvance Request; (b) duly executed original signatures to the Initial WarrantCoverage and LTV Tests are satisfied and the maximum Advance Amount is not exceeded; (c) the Operating Documents Individual Property Coverage and long-form good standing certificates of Borrower and its Subsidiaries certified LTV Tests are satisfied; (d) if the Initial Advance includes a Variable Advance, receipt by the Secretary of State Lender at least three (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (303) days prior to the Effective Initial Closing Date; (d) duly executed original signatures to , of the completed Borrowing Resolutions for Borrowerconfirmation of an Interest Rate Cap commitment, in accordance with the Cap Security Agreement, effective as of the Initial Closing Date; (e) certified copiesif the Initial Advance includes a Variable Advance, dated receipt by Lender of the Interest Rate Cap Documents (as defined in the Cap Security Agreement), effective as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or releasedInitial Closing Date; (f) delivery to the Perfection Certificate Title Company, for filing and/or recording in all applicable jurisdictions, of Borrowerall applicable Loan Documents required by Lender to be filed or recorded, together and funds adequate to pay all taxes, fees and other charges payable in connection with the duly executed original signature theretosuch execution, delivery, recording and filing; (g) a copy receipt by Lender of Borrower’s Investors’ Rights Agreement the Initial Origination Fee pursuant to Section 10.01(a) and any amendments theretothe Initial Due Diligence Fee pursuant to Section 10.02(a); (h) evidence satisfactory to Bank that the insurance policies and endorsements required receipt by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor Lender of Banka Funding Commitment; (i) the completion delivery by Lender to Borrower of the confirmed Rate Form for the Initial Audit with results satisfactory Advance pursuant to Bank Section 2.01(c); (j) if the Advance is a Fixed Advance, delivery of one (1) or more Fixed Facility Notes duly executed by Borrower in its sole and absolute discretionthe amount reflecting all of the terms of the Fixed Advance; (k) if the Advance is a Variable Advance, delivery of one or more Variable Facility Notes duly executed by Borrower in the amount reflecting all of the terms of the Variable Advance; and (jl) payment receipt by Lender of the fees documents and Bank Expenses then due as specified in instruments required by Section 2.4 hereof5.09 and Section 5.10.

Conditions Precedent to Initial Advance. Bank’s The obligation of --------------------------------------- the Banks to make the initial Advance under this Agreement, irrespective of satisfaction of any conditions under the Line of Credit prior to previous Advances, is subject to the condition precedent that Bank shall have receivedsatisfaction, in form and substance satisfactory to Bankthe sole discretion of the Banks, such documents, and completion on or before the date hereof of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following conditions precedent: (a) The Banks shall have received the following, all of which must be satisfactory in form and content to the Banks, in their sole discretion: (1) The Notes duly executed original signatures to by the Loan DocumentsCompany; (b2) The Guaranty, in the form attached hereto as Exhibit D, --------- duly executed original signatures to the Initial Warrantby Prism; (c3) Certified copies of the Operating Documents Company's articles of organization and long-form operating agreement, and certificates of good standing dated no less recently than ten (10) days prior to the date of this Agreement; (4) A written opinion of counsel to the Company and counsel to the Guarantor (each such counsel shall be acceptable to the Banks, in their sole discretion) in form and content satisfactory to the Banks, dated as of, or prior to, the date of this Agreement, addressed to the Banks. (5) An original resolution of the members of the Company, certified as of the date of this Agreement by an individual possessing powers on behalf of the Company analogous to those of a corporate secretary (such individual is for purposes of this Agreement hereinafter referred to as the "Secretary"), authorizing the execution, delivery and performance of this Agreement and the Notes, and all other instruments or documents to be delivered by the Company pursuant to this Agreement; (6) A certificate of the Company's Secretary in the form attached hereto as Exhibit F as to the incumbency and authenticity of the --------- signatures of the representatives of the Company executing this Agreement and the Notes and each Request and all other instruments or documents to be delivered pursuant hereto (the Banks being entitled to rely thereon until a new such certificate has been furnished to the Banks); (7) Original financial statements of the Company for the most recent fiscal year end (the "Statement Date") containing a balance sheet and related statements of income and retained earnings and changes in financial position for the period ended on the Statement Date, all prepared in accordance with a tax basis of accounting , and applied on a basis consistent with prior periods and acceptable to the Banks; (8) Financial statements of the Guarantor, duly certified as true, correct and complete by an officer, dated no less recently than June 30, 1999; (9) Copies of the Company's insurance policies or certificates in lieu of policies, all in form and content satisfactory to the Bank, showing compliance by the Company as of the date of the initial Advance with the related provisions of Section 6.9 hereof; (10) A certified copy of the Investment Criteria; and (11) Payment to Banks for reimbursement of out-of-pocket fees and expenses incurred by Banks in connection with the negotiation and documentation of the Loan. (12) A UCC-1 Financing Statement, in the form of Exhibit G --------- attached hereto executed by Borrower and its Subsidiaries certified by evidencing Borrower's grant to Agent on behalf of the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as Banks of a date security interest in the Collateral. (Notwithstanding anything to the contrary in this Agreement, the Banks shall be under no earlier obligation to fund any Advance hereunder until the Banks shall have received a post-filing lien search evidencing the appropriate filing of the Financing Statement and disclosing no notice of any liens or encumbrances filed against any of the Collateral other than the Financing Statement and other liens in favor of the Banks.) (13) Uniform Commercial Code, pending litigation, tax lien, judgment and bankruptcy searches dated no more than thirty (30) days prior to the Effective Date;date hereof and updated as frequently as the Banks may reasonably request. (d14) duly executed original signatures Such other documents, instruments and agreements as the Banks shall reasonably request, in form and substance satisfactory to the completed Borrowing Resolutions for Borrower;Banks. (e15) certified copiesAt the sole discretion of the Banks, dated the Banks may require any member or manager of the Company, all Affiliates of the Company or of any Subsidiary of the Company, and the Guarantor, to whom, or to any of whom, the Company shall be indebted as of the date of this Agreement, to duly execute a recent date, Subordination of financing statement searches, as Bank may 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 orDebt Agreement, in connection with form attached hereto as Exhibit H; and the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly --------- Banks shall have received an executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement said Subordination of Debt Agreement, certified by the Secretary of the Company to be true, correct and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies complete and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion effect as of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment date of the fees Advance, or if a Subordination of Debt Agreement has been executed and Bank Expenses then due delivered previously, an acknowledgment by such creditor of the increased amount of the Loan hereby evidenced and the continued validity of such Subordination of Debt Agreement with respect to the Loan as specified in Section 2.4 hereofhereby restated.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments for each Credit Party; (b) duly executed original signatures to the Initial Warrant[reserved]; (c) the Operating Documents and good standing or equivalent certificates (long-form good standing certificates form, if available in the applicable jurisdiction) of Borrower each Credit Party and its their respective Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrowersuch Credit Party’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrowereach Credit Party; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate Certificates of Borrowereach Credit Party, together with the duly executed original signatures thereto; (g) [reserved]; (h) [reserved]; (i) a legal opinion of counsel to the Credit Parties dated as of the Effective Date together with the duly executed original signature thereto; (gj) a copy of Borrower’s Investors’ Rights Agreement and any amendments theretothe duly executed original signatures to the Guaranty; (hk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following (with sufficient copies for each of the Lenders), in form and substance satisfactory to Bankthe Administrative Agent and each of the Lenders: (i) a loan certificate of each Borrower, in substantially the form attached hereto as Exhibit R, including a certificate of incumbency with respect to each Authorized Signatory of such documentsBorrower, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the certificate of incorporation or certificate of formation of such Borrower, certified to be true, complete and correct by the Secretary of State of the State of such Borrower's organization, and completion a true, complete and correct copy of the by-laws or equivalent document of such Borrower, (B) certificates of good standing for such Borrower issued by the Secretary of State or similar state official for each state in which such Borrower is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the appropriate authorizing resolutions of such Borrower, authorizing such Borrower to execute, deliver and perform this Agreement and the other mattersLoan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of such Borrower; (ii) duly executed Parent Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (iii) duly executed Holdco Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (iv) duly executed Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; -44- 45 (v) duly executed Omnipoint Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (vi) duly executed VoiceStream Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (vii) duly executed Subsidiary Security Agreement, executed and delivered by each Restricted Subsidiary, together with evidence of the filing of appropriate UCC-l financing statement forms; (viii) duly executed Subsidiary Guaranty; (ix) duly executed Parent Guaranty; (x) duly executed Holdco Guaranty; (xi) copies of insurance binders or certificates covering the assets of the Borrowers and the Restricted Subsidiaries, and otherwise meeting the requirements of Section 5.5; (xii) legal opinions of (i) Friexxxx Xxxlxx & Xeilxx XXX, general counsel to the Borrowers and the Restricted Subsidiaries, and (ii) Gurmxx, Xxasx & Xreexxxx, XXC counsel to the Borrowers and the Restricted Subsidiaries; each as counsel to the Borrowers and the Restricted Subsidiaries, addressed to each Lender and the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its special counsel, and dated as of the Agreement Date; (xiii) duly executed Request for Advance for the initial Advance of the Loans, which Request for Advance shall include calculations demonstrating, as Bank of the Agreement Date, the Borrowers' compliance with the Financial Covenants; (xiv) duly executed Use of Proceeds Letter; (xv) duly executed Certificate of Financial Condition for the Borrowers and the Restricted Subsidiaries, given by the chief financial officer of each Borrower which shall include a certification that no event has occurred which could have a Materially Adverse Effect since December 31, 1998; (xvi) any required FCC consents, Necessary Authorizations (except as may reasonably deem necessary be referred to in any Schedules hereto), or appropriateother required consents to the closing of this Agreement or to the execution, delivery and performance of this Agreement and the other Loan Documents; (xvii) duly executed Subsidiary Pledge Agreement from each Restricted Subsidiary, which has one or more corporate Restricted Subsidiaries together with appropriate stock certificates and undated stock powers executed in blank; (xviii) a loan certificate from each Restricted Subsidiary, in substantially the form attached hereto as Exhibit S, with respect to corporations, and Exhibit T, with respect to partnerships or limited liability companies, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following items, if a corporation, and the analogous items, if a partnership or a limited liability company: (A) a copy of the certificate or articles of incorporation of such Restricted Subsidiary, certified to be true, complete and correct by the Secretary of State from the jurisdiction of incorporation of such Restricted Subsidiary, (B) certificates of good standing for such Restricted Subsidiary issued by the Secretary of State or similar state official for each state in which such Restricted Subsidiary is incorporated or required to qualify to do business, (C) a true, complete and correct copy of the By-Laws of such Restricted Subsidiary, and (D) a true, complete and correct copy of the resolutions of such Restricted Subsidiary authorizing it to execute, deliver and perform the Loan Documents to which it is a party; (xix) evidence that all conditions precedent to the Omnipoint Acquisition pursuant to the Omnipoint Acquisition Documents as in effect on the Agreement Date have been completed (without any amendment or waiver of any material conditions precedent in favor of VoiceStream other than as approved by the Arrangers and other than waiver of the condition that FCC approval of the Omnipoint Acquisition shall have become final), except for the funding of the Loans hereunder to finance the purchase price; (xx) confirmation of the Parent's receipt of an additional equity Investment from Hutcxxxxx xx an aggregate amount of not less than $807,000,000; (xxi) confirmation of the Parent's receipt of an additional equity Investment from Sonera of at least $500,000,000; (xxii) copies of payoff letters and duly executed Lien releases with respect to any Liens which are not Permitted Liens hereunder upon the assets of the Borrowers and the Restricted Subsidiaries, and with respect to any Indebtedness for Money Borrowed which is not Permitted Debt hereunder, including, without limitation:, each issue of Indebtedness for Money Borrowed which is refinanced with Omnipoint Refinancing Loans, a schedule, which shall be attached hereto as Schedule 4, setting forth in reasonable detail each issue of such Indebtedness for Money Borrowed to be refinanced, the obligors (and Subsidiaries thereof) with respect thereto and the assets securing such Indebtedness for Money Borrowed; and (axxiii) duly executed original signatures to all such other documents as either the Loan Documents;Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Administrative Agent shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank it that all Necessary Authorizations, including all necessary consents to the insurance policies Omnipoint Acquisition and endorsements required the execution, delivery and performance by Section 6.7 hereof the Borrowers of this Agreement and the other Loan Documents to which it is a party and by the Restricted Subsidiaries of the Loan Documents to which they are parties, have been obtained or made, are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together with appropriate evidence showing lender loss and the Administrative Agent shall have received a certificate of an Authorized Signatory so stating. (c) The Lenders, the Administrative Agent, and Paul, Hastings, Janoxxxx & Xalkxx XXX, special counsel to the Administrative Agent, shall receive payment of all fees and expenses due and payable and/or additional insured clauses or endorsements on the Agreement Date in favor respect of Bank;the transactions contemplated hereby. (d) The Administrative Agent and the Lenders shall have received (i) projections for the completion Parent and its Subsidiaries, on a consolidated basis, assuming consummation of the Initial Audit with results Omnipoint Acquisition, (ii) projections for the Parent and its Subsidiaries, on a consolidated basis, assuming consummation of both the Omnipoint Acquisition and the Aerial Acquisition, in each case including balance sheet, income statement and cash flow statement information and (iii) pro forma financial statements, giving effect to the Omnipoint Acquisition and Aerial Acquisition, for the Parent and its Subsidiaries, as of September 30, 1999 and for the nine-month period then-ended. (e) The Administrative Agent and the Lenders shall have received evidence satisfactory to Bank in its sole and absolute discretion; andthem that, after funding the initial Advance of the Loans, the Borrowers have no outstanding Indebtedness for Money Borrowed other than Permitted Debt. (jf) payment The Administrative Agent and the Lenders shall be satisfied with the capital and corporate structure of the fees Borrowers and Bank Expenses then due as specified in Section 2.4 hereoftheir Subsidiaries, including the Restricted Subsidiaries, the Unrestricted Subsidiaries, and the Borrowers' Investments.

Conditions Precedent to Initial Advance. Bank’s obligation to make the The initial Advance pursuant to this Agreement is subject to the condition precedent that Bank following conditions precedent: (a) each Co-Agent shall have received, on or before the date of such initial Advance, the following, each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to such Co-Agent: (i) The Sale Agreements, duly executed by the parties thereto, together with bills of sale with respect to the Related Equipment, duly executed by the Originator in favor of LLR LLC; (ii) A certificate of the Secretary or Assistant Secretary of each Loan Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Co-Agents and the Lenders may conclusively rely until such time as each of the Co-Agents shall receive from such Loan Party a revised certificate meeting the requirements of this subsection (a)(ii)); (iii) The Organic Documents of each Loan Party, duly certified by the Secretary of State of such Loan Party's state of organization or by the Secretary or an Assistant Secretary of such Loan Party, as of a recent date acceptable to each of the Co-Agents; (iv) Copies of good standing certificates for each Loan Party, issued by the Secretaries of State of the state of organization of such Loan Party and the state where such Loan Party's principal place of business is located; (v) Signed copies of (A) proper financing statements (Form UCC-1), in such form as the Administrative Agent may reasonably request, naming (1) the Originator as the debtor and seller of its Receivables and Related Assets, LLR LLC as the secured party and purchaser thereof and the Borrower, as assignee, together with a financing statement assignment (Form UCC-3) naming the Administrative Agent, for the benefit of the Secured Parties, as assignee, (2) LLR LLC as the debtor and seller of the Receivables and Related Assets (other than Related Equipment), the Borrower, as the secured party and purchaser thereof and the Administrative Agent, for the benefit of the Secured Parties, as assignee, and (3) LLR LLC as the debtor and pledgor of the Security Agreement Collateral, and the Administrative Agent, for the benefit of the Secured Parties, as secured party, and (B) such other instruments or documents as may be necessary or, in the opinion of the Administrative Agent, desirable, under the UCC or any comparable law of all appropriate jurisdictions to perfect the sales of the Receivables and Related Assets under the Sale Agreements and the Administrative Agent's security interests in the Collateral; (vi) Search reports provided in writing to the Administrative Agent, on behalf of the Secured Parties, (A) listing all effective financing statements that name the Originator, the Borrower or LLR LLC as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Administrative Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets), and (B) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (A) above in the jurisdictions described therein and showing no such Liens; (vii) Evidence that the Initial Seller Note referenced in the Sale Agreement (Step 2) has been duly executed and delivered by the Borrower and that the Initial Seller Note referenced in the Sale Agreement (Step 1) has been duly executed and delivered by LLR LLC; (viii) Favorable opinions of King & Spalding, counsel to the Loan Parties, in substantially the form of Exhibit 5.1(a)(viii); (ix) A favorable opinion of King & Spalding, counsel to the Loan Parties, as to: (A) the existence of a "true sale" of the Receivables from the Originator to LLR LLC under the Sale Agreement (Step 1); (B) the existence of a "true sale" of the Receivables from LLR LLC to the Borrower under the Sale Agreement (Step 2); and (C) the inapplicability of the doctrine of substantive consolidation to (1) the Borrower with the Originator, or (2) LLR LLC with the Originator, in each case in connection with any bankruptcy proceeding involving any of the foregoing; (x) A pro forma Settlement Report, prepared as of the Cut-Off Date of April 30, 2000; (xi) A report in form and substance satisfactory to the Co-Agents from the Initial Due Diligence Auditor as to a pre-closing due diligence audit by the Initial Due Diligence Auditor; (xii) Each of the Liquidity Agreements, in form and substance satisfactory to Bankthe applicable Co-Agent, duly executed by the parties thereto; (xiii) Lock-Box Agreements with respect to each Lock-Box Account, duly executed by the parties thereto; (xiv) The Secured Guaranty, duly executed by the parties thereto; (xv) The Security Agreement (Lanixx Xxxse Receivables LLC), duly executed by the parties thereto; (xvi) The Intercreditor Agreement, duly executed by the parties thereto; (xvii) The Performance Guaranty, duly executed by the parties thereto; (xviii) With respect to Lanixx, x consolidated balance sheet, income statement and statement of shareholders' equity as at December 31, 1999 and, with respect to the Borrower, a pro forma balance sheet as at the date of this Agreement after giving prospective effect to the transactions contemplated to occur on such documentsdate pursuant to the Transaction Documents and the initial Advance hereunder, each of the foregoing together with a certification of the chief financial officer or treasurer in the form attached hereto as Exhibit 5.1(a)(xx); (xix) The Fee Letters, duly executed by the parties thereto; (xx) A certificate of the chief executive officer, president, vice president-finance or secretary of each of the Loan Parties certifying that as of the date of the initial Advance, no Liquidation Event or Unmatured Liquidation Event has occurred and completion is continuing; (xxi) The Hedging Agreements, duly executed by the parties thereto; (xxii) The Excess Cash Flow Participation Agreement, duly executed by Lanixx xxx Lanixx Xxxse Participation Corporation; and (xxiii) Such other agreements, instruments, certificates, opinions and other documents as either of such other matters, as Bank the Co-Agents may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents;request. (b) duly executed original signatures Lanixx xxxll have paid any and all fees required pursuant to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (Fee Letters on or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as date of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to undertake the Commitment and to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) The loan certificate of the Borrower, in substantially the form attached hereto as EXHIBIT O, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate of incorporation of the Borrower, certified to be true, complete and correct by the Secretary of State of Delaware, (B) a copy of the by-laws of the Borrower as in effect on the Agreement Date, (C) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the States of Delaware, Missouri, California and Illinois, and for each other state in which the Borrower is required to qualify or has qualified to do business, (D) a true, complete and correct copy of the authorizing resolutions of the Borrower, authorizing it to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of the Borrower; (ii) Duly executed Subordination Agreement; (iii) Duly executed Note to the order of each Lender in the amount of such Lender's pro rata share of the Commitment; (iv) Duly executed Borrower's Pledge Agreement, together with any appropriate stock certificates and undated stock powers executed in blank; (v) Duly executed Security Agreement; (vi) Lien search results with respect to the Borrower and each Subsidiary from all appropriate jurisdictions and filing offices; (vii) Original UCC-1 financing statements, signed by the Borrower as debtor and naming the Administrative Agent as secured party to be filed in all appropriate jurisdictions; (viii) A loan certificate from each Subsidiary of the Borrower, in substantially the form attached hereto as EXHIBIT P, including a certificate of incumbency with respect to each officer authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate or articles of incorporation of such Subsidiary, certified to be true, complete and correct by the Secretary of State from the jurisdiction of incorporation of such Subsidiary, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or similar state official for each state in which such Subsidiary is incorporated or required to qualify to do business, (C) a true, complete and correct copy of the By-Laws of such Subsidiary, and (D) a true, complete and correct copy of the resolutions of such Subsidiary authorizing it to execute, deliver and perform the Loan Documents to which it is a party; (ix) A duly executed Subsidiary Security Agreement, executed and delivered by each Guarantying Subsidiary of the Borrower; (x) Original UCC-1 financing statements, signed by each Guarantying Subsidiary, respectively, as debtor, and naming the Administrative Agent as secured party to be filed in all appropriate jurisdictions; (xi) A duly executed Subsidiary Guaranty executed and delivered by each Guarantying Subsidiary of the Borrower; (xii) A duly executed Subsidiary Pledge Agreement from any Guarantying Subsidiary of the Borrower which has one or more corporate Subsidiaries, together with appropriate stock certificates and undated stock powers executed in blank; (xiii) A duly executed Assignment of Intercompany Agreements from the Borrower with respect to its rights under the Intercompany Agreements properly acknowledged and agreed to by CellNet California, and together with appropriate UCC-l financing statement forms and other appropriate forms of perfection; (xiv) A duly executed Assignment of Utility Contract from the Borrower with respect to its rights under the Utility Contract properly acknowledged and agreed to by Union Electric, and together with appropriate UCC-l financing statement forms and other appropriate forms of perfection; (xv) A certificate executed by the Borrower and Union Electric in form and substance satisfactory to the Administrative Agent certifying that the Borrower is not in default under the Union Electric Contract in any material respect and attaching a true, correct and complete copy of the Union Electric Contract; (xvi) Proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any of the Loan Documents or the issuance of the title insurance commitments referred to above (whether due on the Agreement Date or in the future) including such sums, if any, due in connection with any future Advances; (xvii) Copies of any existing environmental reviews and audits with respect to Property owned by the Borrower and other information pertaining to actual or potential environmental claims as Administrative Agent may require; (xviii) Copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries, naming the Administrative Agent as additional insured or named loss payee, as applicable, and otherwise meeting the requirements of Section 5.5 hereof; (xix) Legal opinions of (A) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel to the Borrower and the Subsidiaries, regarding, among other things, the absence of conflict between the Loan Documents CellNet's high-yield debt documents and instruments including the Indenture, and (B) Wikinson, Barker, Xxxxxx & Xxxxx, LLP, FCC counsel to the Borrower and the Subsidiaries, in each case addressed to each Lender and the Administrative Agent, and dated as of the Agreement Date, in substantially the forms attached hereto as EXHIBITS Q AND R, respectively; (xx) Duly executed Request for Advance for the initial Advance of the Loans, which Request for Advance shall include calculations demonstrating, as of the Agreement Date, and after giving effect to the funding of the initial Advance hereunder and other payments being made and effected as of the Agreement Date, the Borrower's pro forma compliance with Sections 7.10, 7.11, 7.12 and 7.13 hereof; (xxi) Duly executed Use of Proceeds Letter; (xxii) Duly executed Certificate of Financial Condition for the Borrower and its Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower which shall include a certification that no event has occurred which could have a Materially Adverse Effect since June 30, 1998; (xxiii) Audited financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 1997, and an unaudited balance sheet and income statement of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ended June 30, 1998, demonstrating that CellNet has made an equity investment in the Borrower in an amount not less than $62,500,000; (xxiv) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the satisfaction in full of all pre-existing Indebtedness for Money Borrowed (except for Permitted Debt and CellNet Subordinated Debt) of the Borrower and its Subsidiaries, and the termination of any Liens (other than Permitted Liens) on the assets of the Borrower or any of its Subsidiaries including Liens securing the Indebtedness for Money Borrowed being refinanced by the initial Advance; (xxv) Comfort Letter from CellNet, in form and substance satisfactory to Bank, such documents, the Lenders; (xxvi) Operating and completion financial projections of the Borrower indicating future compliance with all applicable covenants during the term of this Agreement; and (xxvii) All such other matters, documents as Bank either the Administrative Agent or any Lender may reasonably deem necessary request, certified by an appropriate governmental official or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents;an Authorized Signatory if so requested. (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Administrative Agent shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank it that the insurance policies Borrower has obtained all technically compatible FCC spectrum allocations necessary to operate a wireless data transmission system for Union Electric and endorsements required that all Necessary Authorizations, including all necessary consents to the execution, delivery and performance by Section 6.7 hereof the Borrower of this Agreement and the other Loan Documents to which it is a party and by the Subsidiaries of the Loan Documents to which they are parties, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together with appropriate evidence showing lender loss payable and/or additional insured clauses threatened reversal or endorsements in favor cancellation prior to its stated termination date, and the Administrative Agent shall have received a certificate of Bank;an Authorized Signatory so stating. (ic) the completion The Administrative Agent shall be satisfied with all terms and conditions, including any subordination provisions, of all Indebtedness of CellNet and all pre-existing Indebtedness (including Permitted Debt and CellNet Subordinated Debt) of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; andBorrower. (jd) The Lenders, the Administrative Agent, and Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, special counsel to the Administrative Agent, shall receive payment of the all reasonable fees and Bank Expenses then expenses due as specified and payable on the Agreement Date in Section 2.4 hereofrespect of the transactions contemplated hereby.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lender under this Agreement (including to make the initial Advance is advance of the Loan to the Loan Disbursement Account under the Credit Facility) are subject to and conditional upon the condition precedent that Bank prior satisfaction of the following conditions precedent: (1) each of the Craft C&D Contracts shall have receivedbeen executed and delivered by each of Craft and the Construction Receiver and be in full force and effect; (2) the Loan Disbursement Account shall have been established; (3) the TF Cost Overrun Guarantee shall have been executed and delivered by Terra Firma to the Construction Receiver, Craft and the Administrative Agent on behalf of the Syndicate Lenders in form and substance satisfactory to the Lender and be in full force and effect; (4) the Syndicate Loan Agreement shall have been executed and delivered to the Construction Receiver in form and substance satisfactory to the Lender and be in full force and effect; (5) each of the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order, and the Receivership Administration Order shall have been granted, the “Effective Date” (as defined in the Settlement Approval Order) shall have occurred and each of such orders shall be final and non- appealable and if any such orders are appealed, such appeal is withdrawn or determined in favour of the Construction Receiver; (6) none of the Receivership Order, the Purchaser Package Approval Order, the Settlement Approval Order, the Beach Sales Process Order or the Receivership Administration Order or any provision of any of them shall have been stayed, varied or vacated without the prior written consent of the Lender and the Construction Receiver and there shall not be any pending motion to do so; (7) Tarion and Travelers shall have provided the Tarion/Travelers Acknowledgements, or the Court shall have made an Order of like effect, in form and substance satisfactory to Bankthe Lender. (8) the Standard Form Sales Agreement to be entered into with each Curzon Purchaser and the disclosure statement required to be delivered to each Curzon Purchaser under the Condominium Act shall have been approved by the Court pursuant to the Purchaser Package Approval Order and the Settlement Approval Order, such documentsas applicable, and completion the Court shall have confirmed the last date upon which an Opt-In Leslieville Purchaser may rescind its New APS to purchase a Unit in the Leslieville Project pursuant to Section 73(2) of such other mattersthe Condominium Act; (9) the Independent Cost Consultant shall have been appointed to act on behalf of the Construction Receiver throughout the duration of the Leslieville Project; (10) the Initial Development Budget shall have been approved by the Independent Cost Consultant, as Bank may reasonably deem necessary or appropriatethe Syndicate Lenders, including, without limitation:the Lender and Terra Firma; (11) Terra Firma shall have funded to the Construction Receiver the (a) duly executed original signatures cost of all Latent Defects discovered by Craft, the Construction Receiver or any other Person relating to the Loan DocumentsLeslieville Project as of the date the other conditions precedent set out in this Section 3.01 have been satisfied, (b) amount of all “Development Cost Overruns” (as defined in the Craft Development Contract) requested by Craft as of the date the other conditions precedent set out in this Section 3.01 have been satisfied, in each case as required under the TF Cost Overrun Guarantee, and for certainty, inclusive of HST; (b12) duly executed original signatures to the Initial WarrantTerra Firma shall not be Insolvent; (c13) no Cost Overrun discovered after the Operating Documents and long-form good standing certificates date of Borrower and its Subsidiaries certified this Agreement shall be existing which has not been funded by Terra Firma, Craft or the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to Syndicate Lenders under the Effective DateTF Cost Overrun Guarantee; (d14) duly executed original signatures to no Default or Event of Default will have occurred and be continuing on the completed Borrowing Resolutions for Borrowerdate of advance of the Loans, or would result from making the requested advance; (e15) certified copies, dated as of the Lender shall have received a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) subsearch from Lender’s Counsel confirming that the Liens indicated in any such financing statements either constitute Permitted Liens or no Encumbrances have been or, in connection with registered on title to the initial Advance, will be terminated or released;Leslieville Project Lands other than Permitted Encumbrances; and (f16) each of UC Riverdale, UC Leslieville and UC Beach shall have been adjudged bankrupt under the Perfection Certificate of BorrowerBankruptcy and Insolvency Act (Canada), together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory provided that all documents delivered pursuant to Bank that the insurance policies and endorsements required by this Section 6.7 hereof are 3.01 must continue to be in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements and in favor of Bank; (i) the completion of the Initial Audit with results form and substance satisfactory to Bank the Lenders, acting reasonably. If the conditions set forth in its sole Sections 3.01 and absolute discretion; and 3.05 are not satisfied (jor waived by the parties) payment on or before the CP Outside Date, then this Agreement shall be automatically terminated and of the fees no force and Bank Expenses then due as specified in Section 2.4 hereofeffect.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Banks to undertake the Commitment and to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Banks: (ai) duly executed original signatures to the Loan DocumentsNotes; (bii) duly executed original signatures the opinion of counsel to the Initial WarrantBorrower addressed to each Bank and the Administrative Agent substantially in the form of Exhibit C attached hereto; (ciii) the Operating duly executed Request for Advance for the initial Advance of the Loans; (iv) the loan certificate of the Borrower, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, which shall be in substantially the form attached hereto as Exhibit D hereto, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the Certificate or Articles of Incorporation of the Borrower, certified to be true, complete and correct by the appropriate Secretary of State, (B) a true, complete and correct copy of the By-Laws of the Borrower, as in effect on the date hereof, (C) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform this Agreement and the other Loan Documents and long-form to which it is party, (D) certificates of good standing certificates of for the Borrower and its Subsidiaries certified issued by the Secretary of State (or equivalent agency) similar state official for the state of Borrower’s incorporation of the Borrower and such Subsidiaries’ jurisdiction of organization or formation and for each jurisdiction state in which the Borrower and each Subsidiary is qualified to conduct do business, each as (E) a true, complete and correct copy of a date no earlier than thirty (30) days prior any shareholders' agreement or voting trust agreement in effect with respect to the Effective stock of the Borrower, and (F) a true, complete and correct description of all Liens of record on the Agreement Date; (dv) duly executed original signatures to audited financial statements for the completed Borrowing Resolutions Borrower for Borrowerthe calendar year ended December 31, 1994, and the unaudited financial statements for the Borrower for the quarter ended September 30, 1995; (evi) certified copies, dated as receipt by the Administrative Agent and the Banks of a recent date, of financing statement searches, as Bank may request, accompanied all appropriate fees to be paid to them by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Borrower on or have been or, in connection with prior to the initial Advance, will be terminated or releasedAgreement Date; (fvii) any required consents to the Perfection Certificate closing of Borrowerthis Agreement or to the execution, together with delivery and performance of this Agreement and the duly executed original signature theretoother Loan Documents, each of which shall be in form and substance satisfactory to the Administrative Agent and the Banks; (gviii) a copy pay off letters and duly executed UCC-3 releases and other forms of Borrower’s Investors’ Rights Agreement and satisfaction terminating any amendments thereto;Liens (other than Permitted Liens) on the Negative Pledge Properties; and (hix) all such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or Authorized Signatory if so requested. (b) The Administrative Agent shall have received evidence satisfactory to Bank it that all material Necessary Authorizations, including all necessary consents to the insurance policies and endorsements required by Section 6.7 hereof closing of this Agreement, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together with appropriate evidence showing lender loss payable and/or additional insured clauses to the knowledge of the Borrower, threatened reversal or endorsements in favor cancellation, and the Administrative Agent shall have received a certificate of Bank;an Authorized Signatory so stating. (ic) The Borrower shall certify to the completion Administrative Agent and the Banks that each of the Initial Audit with results satisfactory to Bank representations and warranties in its sole Article 4 hereof are true and absolute discretion; and (j) payment correct in all material respects as of the fees Agreement Date and Bank Expenses that no Default then due as specified in Section 2.4 hereofexists or is continuing.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Initial Warrant; (c) the its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessDelaware, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) payoff letters in form and substance satisfactory to Bank evidencing that at least $15,000,000 of the outstanding principal under the Existing Notes will be paid in full in connection with the initial Advance, and evidence satisfactory to Bank that no more than $5,000,000 of the outstanding principal under the Existing Notes will be outstanding after the Effective Date; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate executed by Borrower; (g) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments signatures thereto; (h) the duly executed original signatures to each Guaranty, together with the completed Borrowing Resolutions for each Guarantor; (i) the duly executed original signatures to each Guarantor Security Agreement; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Initial WarrantControl Agreements; (c) the its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (g) a copy of landlords’ consents for Borrower’s Investors’ Rights Agreement locations at 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 and any amendments thereto0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxx XX 55121 executed by its landlords in favor of Bank; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (ji) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Advance is subject to satisfaction by Borrower of the condition precedent that Bank shall following conditions precedent: (a) Lender must have received, received the following documents in form and substance satisfactory to BankLender and, such documentsas appropriate, duly executed by the parties thereto: (i) This Agreement, the Mortgage, the Indemnity, the Note and completion all other applicable Loan Documents; (ii) Copies of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates authorizing resolutions of Borrower and its Subsidiaries certified constituent entities, if any, as Lender may require with respect to the Loan and the Loan Documents; (iii) One or more certificates of such Person or Persons on behalf of Borrower and its constituent entities, if any, as Lender may require certifying: (A) the names and true signatures of the officers or other representatives of the applicable entity authorized to sign the Loan Documents; (B) that true and correct copies of the organizational documents of the applicable entities are attached to such certificate or certificates; and (C) such other matters as Lender may require; (iv) Current financial statements of Borrower and with respect to the Property and such other financial data as Lender shall require; (v) An independent M.A.I. appraisal of the Property and Improvements complying in all respects with the standards for real estate appraisals established pursuant to the Financial Institutions Reform, Recovery, and Enforcement Act of 1989; (vi) The policies of insurance required by the Secretary Mortgage, together with evidence of State the payment of the premiums therefor; (vii) A detailed report by a properly qualified engineer, which shall include, inter alia, a certification that such engineer has obtained and examined a list of prior 9 owners, tenants and other users of all or equivalent agencyany portion of the Property or any improvements thereon, and has made an on-site physical examination of the Property, and a visual observation of the surrounding areas, and has found no evidence of past or present hazardous materials activities or the presence of hazardous materials; (viii) A paid title insurance policy, in the amount of the Loan Allocation for each property in ALTA 10-17-92 or other form approved by Lender, issued by a title insurance company reasonably acceptable to Lender (the “Title Insurer”) which shall insure the Mortgage to be a valid lien on Borrower’s interest in the Property free and clear of all defects and encumbrances except those previously received and approved by Lender, and shall contain (i) full coverage against mechanics’ liens (filed and inchoate), (ii) a reference to the survey but no survey exceptions except those theretofore approved by Lender, (iii) such affirmative insurance and endorsements as Lender may require, and (iv) if any such policy is dated earlier than the date of the disbursement of the Loan, an endorsement to such policy, in form approved by Lender, redating the policy and setting forth no additional exceptions except those approved by Lender’s Counsel (a “Date Down Endorsement”); and shall be accompanied by such reinsurance agreements between the Title Insurer and title companies approved by Lender, in ALTA 1994 facultative form, as Lender may require; (ix) An as-built survey of the Property, certified to Lender and the Title Insurer; (x) Certified copies of all leases in respect of the Property and an estoppel regarding lease matters from each tenant or from Borrower; (xi) Opinions of Borrower’s counsel and such Subsidiaries’ jurisdiction local counsel to the effects reasonably required by Lender; Borrower hereby acknowledges that each of organization its counsel delivering opinion letters to Lender on or formation about the date hereof has been requested and each jurisdiction directed by Borrower to do so; (xii) Copies of the certificate(s) of occupancy for the Property and of any and all other authorizations (including plot plan and subdivision approvals, zoning variances, water, sewer, building and other permits) required by governmental authorities or otherwise necessary for the use, occupancy and operation of the Property for their intended purposes in which accordance with all applicable laws; (xiii) UCC, judgment and litigation searches against Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior advice from the Title Insurer to the Effective Date; effect that searches of proper public records disclose no materially adverse matters, leases of personalty or financing statements filed or recorded against the Mortgaged Property or Borrower; and (dxiv) duly executed original signatures Such other documents as Lender may require; (b) Payment of all fees due and payable pursuant to Section 2.2. (c) The representations and warranties made to Lender herein, in the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated other Loan Documents and in any such financing statements either constitute Permitted Liens other document, certificate or have been or, in connection with the initial Advance, will be terminated statement executed or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.delivered to

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of --------------------------------------- LGE to undertake the Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) LGE shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationLGE: (ai) This duly executed original signatures Agreement; (ii) A duly executed Note to the order of LGE in the amount of the Commitment; (iii) The Security Agreement, Pledge Agreement, Intellectual Property Security Agreements, Mortgage, Subsidiary Guaranty, and Subsidiary Security Agreement, duly executed by the parties thereto; (iv) A Secretary's Certificate from the Borrower and each of its Material Subsidiaries party to a Loan Document, attaching hereto: (A) a - certificate of incumbency with respect to the respective officers of the Borrower or such Subsidiary, as the case may be, (B) a true, complete and - correct copy of the By-Laws of the Borrower or such Subsidiary, as the case may be, and (C) a true, complete and correct copy of the resolutions of the - Borrower or such Subsidiary, as the case may be, authorizing the borrowing hereunder and the execution, delivery and performance if the Loan Documents;. (bv) duly executed original signatures to A copy of the Initial Warrant; (c) Certificate of Incorporation of the Operating Documents and long-form good standing certificates of Borrower and each of its Material Subsidiaries that are party to a Loan Document certified by the Secretary of State of the its state of incorporation. (or equivalent agencyvi) Certificates of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and good standing from each jurisdiction in which the Borrower is required to be registered to do business. (vii) Evidence of the perfection and priority of the Liens granted by the Borrower and each Subsidiary is qualified its Material Subsidiaries party to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionLoan Documents; and (jviii) payment Such other documents and evidence as LGE may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested; (b) All of the fees representations and Bank Expenses then due as specified warranties of the Borrower and its Subsidiaries in Section 2.4 hereofthis Agreement and the other Loan Documents shall be true and correct in all material respects, both before and after giving effect to the application of the proceeds of the initial Advance; and (c) All of the conditions to the closing under the Restructuring Agreement shall have been satisfied or waived with the consent of the LGE.

Conditions Precedent to Initial Advance. Bank’s Lenders’ obligation to make disburse the initial Initial Advance is shall be subject to satisfaction of each of the condition precedent that Bank following conditions precedent: (a) Administrative Agent shall have receivedreceived all of the Loan Documents, the Other Related Documents and all other documents, instruments, policies, and forms of evidence or other materials required by Administrative Agent under the terms of this Agreement or any of the other Loan Documents, all in form and substance acceptable to Administrative Agent. (b) Administrative Agent shall have received a Title Policy (or an irrevocable commitment to issue a Title Policy) with respect to each Property. (c) Administrative Agent shall have received and approved, with respect to each Property, in form and substance satisfactory to BankAdministrative Agent (i) an environmental questionnaire, a Phase I environmental site assessment and any further environmental site assessments requested by Administrative Agent, with respect to the presence, if any, of Hazardous Materials, (ii) an Appraisal, (iii) to the extent required by Administrative Agent, reports with respect to the condition of such documentsProperty, (iv) a current Sxxxx Travel Research STAR Report and completion (v) operating statements for each month of the current year (through October, 2004) and for such prior years as Administrative Agent may require. (d) In Administrative Agent’s reasonable opinion, there has been no material adverse change in (i) the condition of the Properties or (ii) the business carried on at the Properties since August 31, 2004. (e) Borrower shall have provided, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Administrative Agent to the effect that: (i) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents and Other Related Documents shall be legal, valid and binding instruments, enforceable against the Loan Parties party thereto in accordance with their respective terms; (ii) the Loan Parties are duly formed and have all requisite authority to enter into the Loan Documents and Other Related Documents; and (iii) such other matters, incident to the transactions contemplated hereby, as Bank Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released;. (f) Borrower shall have paid all mortgage, intangible and other similar taxes as are required in connection with recording of the Perfection Certificate Deeds of BorrowerTrust. To the extent that applicable law limits the amount secured by a Deed of Trust to the amounts with respect to which such tax is paid, together such tax shall be paid with respect to not less than the duly executed original signature thereto;fair market value of the applicable Property (as reflected in the Appraisal provided for in Section 3.1(c)) or such lesser amount as Administrative Agent may approve but in no event less than 105% of the Allocated Loan Amount. (g) a copy of Borrower’s Investors’ Rights Agreement Borrower and any amendments thereto; Guarantor shall have satisfied such other conditions as Administrative Agent shall require. Notwithstanding the foregoing, if all conditions to the Initial Advance (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; other than (i) the completion delivery of satisfactory estoppel certificates from the lessor under the Sugar Land Lease and from the condominium associations for the condominium developments that include the Sugar Land Property and (ii) the delivery of the documents with respect to the San Antonio Property identified in Exhibit K) have been satisfied, the Initial Audit with results satisfactory Advance shall be made, subject to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereoflimitations on Loan Availability.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange with a Foreign Issuer the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent and the other members of the Lender Group: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender's Revolving Commitment Ratio of the Revolving Loan Commitments; (iii) The Security Agreement, duly executed by each Borrower Party; (iv) The Intellectual Property Security Agreement, duly executed by each Borrower Party; (v) The Pledge Agreement First Amendment, duly executed by certain Borrower Parties; (vi) The Syndication Letter duly executed by the Borrowers; (vii) Amendments to the Mortgages delivered by the applicable Borrower Parties in connection with the Existing Credit Agreement, together with the delivery of: (x) endorsements to title policies issued in connection with the Existing Credit Agreement, as requested by the Administrative Agent and (y) local counsel opinions with respect to each Mortgage amendment; (viii) Duly executed landlord waiver agreements and bailee waiver agreements, as applicable, to the extent not previously delivered in connection with the Existing Credit Agreement, with respect to each Borrower Party's leased premises or goods in the possession of bailees, except as set forth on Schedule 4.1(a)(viii); (ix) A duly executed Licensor Consent Agreement with respect to each License Agreement, to the extent not previously delivered in connection with the Existing Credit Agreement; (x) Duly executed Account Control Agreements to the extent not previously delivered in connection with the Existing Credit Agreement; (xi) Duly executed Securities Account Control Agreements; (xii) The legal opinion of King & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (xiii) The duly executed Request for Advance for the initial Advance of the Revolving Loans; (xiv) All Lien Acknowledgment Agreements duly executed by the applicable Approved Freight Handler, to the extent not previously delivered in connection with the Existing Credit Agreement; (xv) With respect to each Borrower Party, a loan certificate signed by an Authorized Signatory of such documentsBorrower Party in substantially the form of Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be true, complete and correct by the Secretary of State or applicable officer for the State of such Borrower Party's incorporation or organization, (B) a true, complete and correct copy of the bylaws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of the such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrowers, authorizing the borrowings hereunder, (D) certificates of good standing from each jurisdiction in which such Borrower Party does business except to the extent the failure to be so qualified would not reasonably be expected to have a Materially Adverse Effect, (E) copies of employment contracts for senior management level employees of such Borrower Party, and completion (F) copies of all shareholders or share purchase agreements, as applicable, relating to the Equity Interests of such other mattersBorrower Party; (xvi) With respect to US Ben Xxxxxxx Holdco, a loan certificate signed by an Authorized Signatory of US Ben Xxxxxxx Holdco in substantially the form of Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory of US Ben Xxxxxxx Holdco, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the charter documents of US Ben Xxxxxxx Holdco, certified to be true, complete and correct by the Secretary of State or applicable officer for the State of US Ben Xxxxxxx Holdco's incorporation or organization, (B) a true, complete and correct copy of the bylaws, partnership agreement or limited liability company or operating agreement of US Ben Xxxxxxx Holdco, (C) certificates of good standing from each jurisdiction in which US Ben Xxxxxxx Holdco does business except to the extent the failure to be so qualified would not reasonably be expected to have a Materially Adverse Effect; (D) copies of employment contracts for senior management level employees of US Ben Xxxxxxx Holdco, and (E) copies of all shareholders or share purchase agreements, as Bank may reasonably deem necessary applicable, relating to the Equity Interests of US Ben Xxxxxxx Holdco; (xvii) A certificate of the Secretary or appropriatean Assistant Secretary of the Parent certifying that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Parent authorizing the execution, delivery and performance of the Acquisition Documents and the consummation of the transactions provided for therein; (xviii) (A) Projected consolidated financial statements for the Parent and its Subsidiaries for the 2005 fiscal year, on a month-by-month basis, for each fiscal year thereafter until the Maturity Date on an annual basis and (B) monthly financial statements for the Parent and its Subsidiaries and the Target for the fiscal month of May 2004; (xix) Copies of certificates of insurance and loss payable endorsements with respect to the Borrower Parties and certified copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xx) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices satisfactory to the Administrative Agent; (xxi) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xxii) Payment of all fees and expenses payable to the Administrative Agent, the affiliates of the Administrative Agent and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, fees and expenses of counsel to the Administrative Agent; and (axxiii) duly executed original signatures to All such other documents as the Loan Documents;Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures No event shall have occurred since May 30, 2003, which, in the reasonable business judgment of the Administrative Agent and the other members of the Lender Group, is reasonably likely to have a Materially Adverse Effect; and no event shall have occurred since June 30, 2003, which, in the Initial Warrant;reasonable business judgment of the Administrative Agent and the other members of the Lender Group, is reasonably likely to have a materially adverse effect upon the business, assets, liabilities, prospects, condition (financial or otherwise) or the results of operation of the Target and its Subsidiaries taken as a whole. (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written The Administrative Agent shall have received 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence reasonably satisfactory to Bank it that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor and that no Default exists, after giving effect to the initial Advance hereunder, and the Administrative Agent and the other members of Bank;the Lender Group shall have received a certificate of an Authorized Signatory so stating. (id) the completion The Administrative Agent shall have received a flow of funds report in form and substance reasonably acceptable to it dated as of the Initial Audit with results satisfactory to Bank in its sole Agreement Date and absolute discretion; andexecuted by the Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date. (je) payment The Administrative Agent shall have received, as applicable, and reviewed to its satisfaction the Borrowers' accounting and computer systems, pension agreements and obligations, union contracts negotiated in the preceding twelve (12) month period and customer profitability reports. (f) The Administrative Agent shall have received and reviewed to its satisfaction, all License Agreements. (g) The Administrative Agent shall have reviewed to its satisfaction the structure, terms and conditions of the fees and Bank Expenses then due as specified in Section 2.4 hereofAcquisition.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to make available the initial Advance under a Credit Facility on the Initial Advance Date is subject to satisfaction, on or before the condition Initial Advance Date, of each of the following conditions precedent, which conditions precedent that Bank are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Administrative Agent at the direction of the Required Lenders in their sole discretion (it being acknowledged that, for purposes of the delivery requirements set out below in respect of the Loan Documents (other than this Agreement, the Escrow Agreement, the Arrangement Letter and the Agency Fee Letter), the Material Agreements and legal opinions, execution and delivery of such documents into the escrow contemplated by the Escrow Agreement and bearing a date of June 11, 2019 will satisfy the delivery requirements of this Section 10.1): 10.1.1 this Agreement and the other Loan Documents shall have receivedbeen executed and delivered by the Obligors, the Limited Recourse Guarantors, the Administrative Agent and the Lenders parties thereto, other than as set forth in Section 9.2.15 in respect of the NFEC Lease; 10.1.2 each of the Direct Agreements (other than the Landlord Direct Agreements in respect of the NFEC Lease and the Dorchester Lease), and the Escrow Agreement shall have been executed and delivered by all parties thereto; 10.1.3 the Administrative Agent shall have received and be satisfied with the (i) copies of non-disturbance agreements and postponements from all freehold mortgagees to the leasehold interests held by the tenants/sublandlords under the Leases if required to ensure that the occupation and possession of the premises by the tenant under such Leases will not be disturbed so long as the tenant or any leasehold mortgagee is not in default (beyond any period given to it in the Lease to cure such default), (ii) copies of the Investor Rights Agreement and the Convertible Debentures and (iii) Subordination Agreements in respect of the Convertible Debentures; 10.1.4 the representations and warranties set out in Article 8 shall be true and correct on the Initial Advance Date; 10.1.5 no Default or Event of Default shall have occurred and be continuing nor shall there be any Default or Event of Default after giving effect to the initial Advance on the Initial Advance Date; 10.1.6 the Administrative Agent shall have received an officer’s certificate of each Loan Party dated the Initial Advance Date (or the Closing Date, in the case of CSI) certifying that attached thereto are true and correct copies of the following documents, and that such documents are in full force and effect, unamended: 10.1.6.1 the constating documents of such Loan Party (including, in the case of the Borrower, the Investor Rights Agreement); 10.1.6.2 a certificate of incumbency; and 10.1.6.3 the resolutions or other documentation evidencing that all necessary action, corporate, partnership or otherwise, has been taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party (including, where applicable, the pledge of its Equity Interests); 10.1.7 the Administrative Agent shall have received a certificate of status, certificate of good standing or similar certificate with respect to the jurisdiction of incorporation or formation of each Loan Party; 10.1.8 the Administrative Agent shall have received an officer’s certificate of the Borrower dated the Initial Advance Date confirming Sections 10.1.4 and 10.1.5; 10.1.9 the Lenders shall have been provided with the most recent available financial information in respect of the Business provided by OLG to the Borrower, including draft financial statements (consisting of a balance sheet, an income statement, and a statement of cash flows) for the most recent Operating Year available, all in form and substance satisfactory to the Lenders; 10.1.10 the Administrative Agent shall have received a Compliance Certificate confirming as at the Closing Date, based on the most recently completed four Fiscal Quarter period for which financial information is available pursuant to Section 10.1.9 on a pro forma basis giving effect to the Purchase Transaction and the initial Advance, (i) compliance with the financial covenants set out in Section 9.4 and (ii) a Total Leverage Ratio not in excess of 2.75:1.00; 10.1.11 the Administrative Agent shall have received financial projections for the Borrower for each of the five years following the Closing Date taking into account the new capital structure following the Closing Date and any transaction contemplated herein, in form and substance satisfactory to Bankthe Administrative Agent. 10.1.12 the Administrative Agent shall have received a Borrowing/Rollover/Conversion Notice and a payment direction in respect thereof (providing for, such documentsamong other things, the deposit of a portion of the initial Advance hereunder in accordance with the Escrow Agreement); 10.1.13 the Security Documents shall have been executed and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to delivered by the Loan Documents; Parties and (bexcept as set out below with respect to CSI) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will shall be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, and the Administrative Agent shall have received certificates, if any, representing all Equity Interests pledged pursuant to the Security Documents, together with appropriate evidence showing lender related stock powers duly executed in blank; 10.1.14 PPSA financing statements or other registrations of the Security, or notice thereof, shall have been filed, registered, or recorded in all offices of public record, including but not limited to all applicable land registry offices, necessary or desirable in the opinion of the Administrative Agent to preserve or protect the charges and security interests created thereby; 10.1.15 the Administrative Agent shall have received certificates of insurance evidencing that the Obligors are carrying insurance in accordance with Section 9.2.10 and that the interests of the Administrative Agent as first loss payable and/or payee and additional insured clauses or endorsements have been recorded in favor of Banksuch insurance policies; 10.1.16 the Administrative Agent shall have received a lender title insurance policy or a binding commitment therefor issued by the Title Insurer in respect of all of the Leases in the aggregate policy amount of at least $300,000,000, in form and substance satisfactory to the Lenders, acting reasonably; 10.1.17 the Administrative Agent shall have received opinions of external counsel to each Loan Party dated the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent, acting reasonably, including, without limitation, opinions with respect to (a) the existence of the Loan Parties, (b) the due authorization, execution and delivery of all Loan Documents, (c) the enforceability of all Loan Documents, (d) the effectiveness of the Security Documents to create valid security interests in favour of the Administrative Agent for the ratable benefit of the Secured Parties and the perfection of such security interests, (e) the validity, enforceability and registration of the charges in favour of the Administrative Agent over the Borrower’s leasehold interests, (f) non-contravention of charter documents, including, as applicable, the Investor Rights Agreement, and (g) non-contravention of the Material Agreements; 10.1.18 all amounts and fees (including upfront fees, the agency fee and reasonable fees and disbursements of counsel to the Lenders and any other consultant or other third party professional service firms engaged by the Lenders) that are due and payable to the Administrative Agent or the Joint Lead Arrangers on or before the Initial Advance Date shall have been paid or arrangements shall be in place to pay such amounts and fees concurrently with the initial Advance; 10.1.19 the Obligors shall have received all required governmental, shareholder and third party consents and approvals required to own the Casino Facilities, operate the Business and complete the transactions contemplated hereby, and the Borrower shall have provided evidence thereof to the Administrative Agent and the Lenders; 10.1.20 all searches reasonably requested by the Lenders’ counsel in respect of the Loan Parties have been completed, and all releases, discharges (or written authorizations to discharge from the applicable Lien holder in form acceptable to the Administrative Agent), postponements (in registrable form where appropriate) or acknowledgements, as required by the Administrative Agent, with respect to all Liens (excluding Permitted Liens) shall have been delivered to the Administrative Agent; 10.1.21 the Administrative Agent and the Lenders have received, at least five (5) Business Days prior to the Initial Advance Date (or such shorter period as the Lenders may agree), all information, reports and documents as they may reasonably require under applicable “know your customer” and anti-money laundering rules and regulations and shall be satisfied, acting reasonably, with the results of their review thereof; 10.1.22 the Administrative Agent shall have received evidence satisfactory to it that (i) the completion Borrower has been capitalized with at least $60,000,000 indirectly contributed to the Borrower by the Sponsor, in the form of the issuance of Equity Interests by the Borrower, and (ii) the Borrower has raised Net Proceeds of at least $40,000,000 by way of the issuance of Convertible Debenture to the Investor, in each case, on or prior to the Initial Advance Date and on terms acceptable to the Lenders, and (iii) the amount of the initial Advance hereunder to be deposited pursuant to the Escrow Agreement, together with the Sponsor’s and Investor’s contributions of funds pursuant to the Escrow Agreement, is sufficient to fund payment of the purchase price in full pursuant to the TAPA; 10.1.23 all Debt of the Obligors, other than Permitted Debt, shall have been repaid in full or shall be repaid contemporaneously with the initial Advance; 10.1.24 the Administrative Agent shall have received a certified copy of each Material Agreement then in effect and each such Material Agreement shall be in form and substance acceptable to the Lenders and their legal counsel; 10.1.25 The Investor Rights Agreement and each Material Agreement shall be in full force and effect, in the form reviewed and approved by the Lenders and their legal counsel, as of the Initial Audit Advance Date (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Lenders), and each Loan Party shall be in compliance in all material respects with results all of its obligations thereunder; 10.1.26 no Material Adverse Change shall have occurred since the date of the most recent audited combined financial statements in respect of the Business provided to the Lenders; 10.1.27 there shall be no order preventing, and no claim or judicial or administrative proceeding, or investigation before or by any Governmental Authority against (i) any party to the Material Agreements for the purpose of enjoining or preventing the right of the Borrower to operate the Business (as contemplated under the COSA) or to consummate the TAPA, or (ii) any party to the Loan Documents for the purpose of enjoining or preventing the financing transactions contemplated hereby; 10.1.28 the Initial Advance Date shall have occurred on or before June 10, 2019. 10.1.29 the Administrative Agent and the Lenders shall have received evidence satisfactory to Bank them that the Purchase Transaction shall be consummated on the Business Day following the initial Advance in its sole accordance with the TAPA and absolute discretionthe Escrow Agreement, without any material amendments, waivers or consents by the Borrower unless approved in writing by the Required Lenders; 10.1.30 all relevant filings shall have been made and regulatory approvals obtained in respect of the Purchase Transaction; and (j) payment 10.1.31 the Administrative Agent shall have received such additional evidence, documents or undertakings as the Lenders have reasonably requested in connection with the consummation of the fees transactions contemplated hereby; provided that all documents delivered pursuant to this Section 10.1 shall be in full force and Bank Expenses then due effect, and in form and substance satisfactory to the Required Lenders, acting reasonably. Notwithstanding anything to the contrary in this Agreement, CSI will not be considered a party to this Agreement, the Loan Documents to which it is a party will not be effective as specified in Section 2.4 against CSI, and CSI shall not be considered an Obligor hereunder, unless and until the Purchase Transaction is completed. Immediately upon such completion, and without further action by any party, CSI shall become a party to this Agreement, the Loan Documents to which it is a party shall become effective as against CSI, and it shall be considered an Obligor for all purposes hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty sixty (3060) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) duly executed Control Agreements for any domestic accounts maintained outside Bank; (e) the duly executed EX-IM Loan Documents; (f) a public announcement from the United States Food and Drug Administration regarding recalling of AED devices related to Corrective AED Field Action which was announced on November 13, 2009; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (gi) a copy landlord’s consents in favor of Bank, together with the duly executed original signature thereto, for Borrower’s Investors’ Rights Agreement Bothell, Washington and any amendments theretoDeerfield, Wisconsin facilities; (hj) bailee agreements from all locations where Borrower stores Eligible Domestic Inventory or EX-IM Eligible Foreign Inventory, if any, in the form attached hereto as Exhibit F; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to undertake the Commitment and to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) The loan certificate of the Borrower, in substantially the form attached hereto as EXHIBIT O, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate of incorporation of the Borrower, certified to be true, complete and correct by the Secretary of State of Delaware, (B) a copy of the by-laws of the Borrower as in effect on the Agreement Date, (C) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each other state in which the Borrower is required to qualify or has qualified to do business, (D) a true, complete and correct copy of the authorizing resolutions of the Borrower, authorizing it to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of the Borrower; (ii) Duly executed Subordination Agreement; (iii) Duly executed Note to the order of each Lender in the amount of such Lender's pro rata share of the Commitment; (iv) Duly executed Borrower's Pledge Agreement, together with any appropriate stock certificates and undated stock powers executed in blank; (v) Duly executed Security Agreement; (vi) Lien search results with respect to the Borrower and each Subsidiary from all appropriate jurisdictions and filing offices; (vii) Original UCC-1 financing statements, signed by the Borrower as debtor and naming the Administrative Agent as secured party to be filed in all appropriate jurisdictions; (viii) A loan certificate from each Subsidiary of the Borrower, in substantially the form attached hereto as EXHIBIT P, including a certificate of incumbency with respect to each officer authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate or articles of incorporation of such Subsidiary, certified to be true, complete and correct by the Secretary of State from the jurisdiction of incorporation of such Subsidiary, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or similar state official for each state in which such Subsidiary is incorporated or required to qualify to do business, (C) a true, complete and correct copy of the By-Laws of such Subsidiary, and (D) a true, complete and correct copy of the resolutions of such Subsidiary authorizing it to execute, deliver and perform the Loan Documents to which it is a party; (ix) A duly executed Subsidiary Security Agreement, executed and delivered by each Guarantying Subsidiary of the Borrower; (x) Original UCC-1 financing statements, signed by each Guarantying Subsidiary, respectively, as debtor, and naming the Administrative Agent as secured party to be filed in all appropriate jurisdictions; (xi) A duly executed Subsidiary Guaranty executed and delivered by each Guarantying Subsidiary of the Borrower; (xii) A duly executed Subsidiary Pledge Agreement from any Guarantying Subsidiary of the Borrower which has one or more corporate Subsidiaries, together with appropriate stock certificates and undated stock powers executed in blank; (xiii) A duly executed Assignment of Utility Contract from the Borrower with respect to its rights under the Utility Contract, and together with appropriate UCC-l financing statement forms and other appropriate forms of perfection; (xiv) A certificate executed by the Borrower and KCPL in form and substance satisfactory to the Administrative Agent certifying that the Borrower is not in default under the KCPL Contract in any material respect and attaching a true, correct and complete copy of the KCPL Contract; (xv) Proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any of the Loan Documents or the issuance of the title insurance commitments referred to above (whether due on the Agreement Date or in the future) including such sums, if any, due in connection with any future Advances; (xvi) Copies of any existing environmental reviews and audits with respect to Property owned by the Borrower and other information pertaining to actual or potential environmental claims as Administrative Agent may require; (xvii) Copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries, naming the Administrative Agent as additional insured or named loss payee, as applicable, and otherwise meeting the requirements of Section 5.5 hereof; (xviii) Legal opinions of (A) Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel to the Borrower and the Subsidiaries, regarding, among other things, the absence of conflict between the Loan Documents CellNet's high-yield debt documents and instruments including the Indenture, and (B) Wilkinson, Barker, Xxxxxx & Xxxxx, LLP, FCC counsel to the Borrower and the Subsidiaries, in each case addressed to each Lender and the Administrative Agent, and dated as of the Agreement Date, in substantially the forms attached hereto as EXHIBITS Q AND R, respectively; (xix) Duly executed Request for Advance for the initial Advance of the Loans, which Request for Advance shall include calculations demonstrating, as of the Agreement Date, and after giving effect to the funding of the initial Advance hereunder and other payments being made and effected as of the Agreement Date, the Borrower's pro forma compliance with Sections 7.10, 7.11, 7.12 and 7.13 hereof; (xx) Duly executed Use of Proceeds Letter; (xxi) Duly executed Certificate of Financial Condition for the Borrower and its Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower which shall include a certification that no event has occurred which could have a Materially Adverse Effect since June 30, 1998; (xxii) Audited financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 1997, and an unaudited balance sheet and income statement of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ended June 30, 1998, demonstrating that CellNet has made an equity investment in the Borrower in an amount not less than $60,000,000; (xxiii) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the satisfaction in full of all pre-existing Indebtedness for Money Borrowed (except for Permitted Debt and CellNet Subordinated Debt) of the Borrower and its Subsidiaries, and the termination of any Liens (other than Permitted Liens) on the assets of the Borrower or any of its Subsidiaries including Liens securing the Indebtedness for Money Borrowed being refinanced by the initial Advance; (xxiv) Comfort Letter from CellNet, in form and substance satisfactory to Bank, such documents, the Lenders; (xxv) Operating and completion financial projections of the Borrower indicating future compliance with all applicable covenants during the term of this Agreement; and (xxvi) All such other matters, documents as Bank either the Administrative Agent or any Lender may reasonably deem necessary request, certified by an appropriate governmental official or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents;an Authorized Signatory if so requested. (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Administrative Agent shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank it that the insurance policies Borrower has obtained all technically compatible FCC spectrum allocations necessary to operate a wireless data transmission system for KCPL and endorsements required that all Necessary Authorizations, including all necessary consents to the execution, delivery and performance by Section 6.7 hereof the Borrower of this Agreement and the other Loan Documents to which it is a party and by the Subsidiaries of the Loan Documents to which they are parties, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together with appropriate evidence showing lender loss payable and/or additional insured clauses threatened reversal or endorsements in favor cancellation prior to its stated termination date, and the Administrative Agent shall have received a certificate of Bank;an Authorized Signatory so stating. (ic) the completion The Administrative Agent shall be satisfied with all terms and conditions, including any subordination provisions, of all Indebtedness of CellNet and all pre-existing Indebtedness (including Permitted Debt and CellNet Subordinated Debt) of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; andBorrower. (jd) The Lenders, the Administrative Agent, and Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, special counsel to the Administrative Agent, shall receive payment of the all reasonable fees and Bank Expenses then expenses due as specified and payable on the Agreement Date in Section 2.4 hereofrespect of the transactions contemplated hereby.

Conditions Precedent to Initial Advance. Bank’s The effectiveness of this Agreement and the obligation of the Lenders to undertake the Revolving Loan Commitment, the Term Loan A Commitment and the Term Loan B Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank prior or contemporaneous fulfillment of each of the following conditions (a) The Administrative Agent and the Lenders shall have received, received each of the following: (i) this Agreement duly executed; (ii) duly executed Borrower Pledge Agreement; (iii) duly executed Borrower Security Agreement; (iv) duly executed Guaranties; (v) duly executed Guarantor Security Agreement; (vi) duly executed Guarantor Pledge Agreement; (vii) duly executed Mortgages for all Real Property set forth on Schedule 4; (viii) duly executed copy of landlord waivers in form and substance satisfactory to Bankthe Administrative Agent as may be required by Section 7.12; (ix) duly executed control agreements with respect to investment accounts, securities accounts and deposit accounts to the extent required by Section 7.16 hereof (in form and substance reasonably satisfactory to the Administrative Agent); (x) duly executed copy of that certain fee letter by and between the Borrower and the Administrative Agent; (xi) loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit I, including a certificate of incumbency with respect to each Authorized Signatory of such documentsPerson, together with the following items (A) a true, complete and correct copy of the certificate of formation and operating agreement of the Borrower as in effect on the Agreement Date, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the state of formation of the Borrower and for each state in which the failure by the Borrower to qualify to do business could reasonably be expected to have a Materially Adverse Effect, (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents, and completion (D) a true, complete and correct copy of any agreements or voting trust agreements in effect with respect to the Ownership Interests of the Borrower; (xii) legal opinion of Xxxxxx & Bird LLP, counsel to the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date in form and substance satisfactory to the Administrative Agent and the Lenders; (xiii) legal opinion of local counsel to the Borrower in the States of Virginia and South Carolina, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date in form and substance satisfactory to the Administrative Agent and the Lenders (xiv) duly executed Certificate of Financial Condition, in substantially the form attached hereto as Exhibit B, for the Borrower and its Subsidiaries on a consolidated basis, given by a duly Authorized Signatory of the Borrower, and such other mattersinformation pertaining to the capital and corporate structure of the Borrower, any Guarantor or any of its Subsidiaries as Bank may reasonably deem necessary the Administrative Agent or appropriatethe Lenders shall request; (xv) copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries and otherwise meeting the requirements of this Agreement; (xvi) lien and judgment search results satisfactory to the Administrative Agent and the Lenders with respect to each Guarantor, the Borrower and each of the Borrower’s Subsidiaries; (xvii) delivery to the Administrative Agent of all possessory collateral, including, without limitation:, any pledged notes or pledged stock; (axviii) duly executed original signatures delivery of a business plan of the Borrower, which plan shall be in form and substance satisfactory to the Loan DocumentsLenders, with annual projections for at least the four (4) year period following the Agreement Date and a comprehensive cash-flow model; (xix) unaudited financial statements of the Borrower and its Subsidiaries for the fiscal quarter period ended September 30, 2007, which shall be in form and substance satisfactory to the Administrative Agent and the Lenders; and (xx) all other such documents as the Administrative Agent or any Lender may reasonably request. (b) duly executed original signatures to The Administrative Agent and the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or Lenders shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that all Necessary Authorizations, including all necessary consents to the insurance policies and endorsements required by Section 6.7 hereof closing of this Agreement, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together with appropriate evidence showing lender loss payable and/or additional insured clauses to the knowledge of the Borrower, threatened reversal or endorsements in favor of Bank;cancellation. (ic) the completion Each of the Initial Audit representations and warranties in Article 4 hereof are true and correct in all material respects as of the date hereof, no Default or Event of Default then exists or is continuing. (d) The Borrower shall have paid to the Administrative Agent on the Agreement Date, using proceeds from a Revolving Loan all fees in connection with results this Agreement due and payable to the Administrative Agent and the Lenders on the Agreement Date. (e) The Administrative Agent shall have received evidence satisfactory to Bank it that the Borrower has received proceeds from an equity contribution in its sole and absolute discretion; andthe Borrower in an aggregate gross amount of not less than $25,000,000 by US Parent. (jf) payment The Administrative Agent shall have received the Term Loan B Proceeds. (g) The Administrative Agent shall have received at least five (5) Business Days prior to the Agreement Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, but not limited to, the USA PATRIOT Act. (h) The Administrative Agent shall have received a pay off letter from Xxxxx Fargo Foothill, Inc. in form and substance satisfactory to the Administrative Agent, providing that, upon repayment, all Indebtedness of the fees Borrower owed to Xxxxx Fargo Foothill, Inc. pursuant to the WFF Loan Agreement by the Borrower and Bank Expenses then due its Subsidiaries, if any, shall be released from any liability in respect of such Indebtedness, and all Liens on the assets securing such Indebtedness shall be released pursuant to UCC-3 termination statements and other instruments as specified shall be suitable or appropriate in Section 2.4 hereofconnection therewith.

Conditions Precedent to Initial Advance. Bank’s obligation to make No advances under any Facility will be available until the initial Advance is subject to the condition following conditions precedent that Bank shall have receivedbeen satisfied, unless waived by Xxxxxx: Lender has received all Security Documents and all registrations and filings have been completed, in all cases in form and substance satisfactory to BankLender; Borrower and Guarantors (if any) have provided all authorizations and all financial statements, such documentsappraisals, budgets, environmental reports and any other information that Lender may require; Xxxxxx has received payment of all fees due in respect hereof; Lender is satisfied as to the value of Xxxxxxxx's and Guarantor's (if any) assets and financial condition, and completion of Borrower's and Guarantor's (if any) ability to carry on business and repay any amount owed to Lender from time to time; There is no default hereunder or under any Security Document; All representations and warranties hereunder are true and correct in all material respects as if made on such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures date; Xxxxxx has received evidence that all insurance required by Lender is in place; Xxxxxx has received a satisfactory [independent] [Phase I/Phase II] environmental audit with respect to the Loan Documents; (b) duly executed original signatures Project Lands; Xxxxxx has received a satisfactory geotechnical report with respect to the Initial Warrant; (c) Project Lands; Xxxxxx has reviewed and found satisfactory the Operating Documents final detailed construction budget for the Project; Xxxxxx has received and long-form good standing certificates found satisfactory the Project Monitor's report called for under the section of Borrower this agreement entitled "Project Monitor" [delete if no project monitor]; Xxxxxx has received satisfactory confirmation that the Borrower's Equity Requirement has been injected into the Project; Xxxxxx has reviewed and its Subsidiaries certified by found satisfactory the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business[management agreement, each as of a date no earlier than thirty (30) days prior construction contract, bonding contracts] relating to the Effective Date; Project; Lender has received a satisfactory real property report (dwith evidence of municipal compliance) duly executed original signatures with respect to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated Project Lands as soon as reasonably available from the appropriate municipality; Xxxxxx has received a clear tax certificate in respect of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or Project Lands; No advances will be available under Facility #2 until the following additional conditions precedent have been orsatisfied, in connection with unless waived by Xxxxxx: Lender has received an [update to the] appraisal indicating the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion present market value of the Initial Audit Project Lands to be not less than $__________; Xxxxxx has received a satisfactory real property report (with results evidence of municipal compliance) with respect to the Project Lands; Xxxxxx has received a satisfactory substantial completion certificate from [the Project Monitor/an independent supervisory engineer/an independent quantity surveyor] relating to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.Project;

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures signature pages to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Each Real Goods Borrower’s Operating Documents and long-form good standing certificates of each Borrower and its Subsidiaries certified by the Secretary of State (of each State in which Borrower is organized or equivalent agency) incorporated, together with a certificate of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and foreign qualification from the applicable authority in each jurisdiction in which Borrower and is so qualified, in each Subsidiary is qualified to conduct business, each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures signature pages to the Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (d) the Subordination Agreement by Gaiam, Inc. in favor of Bank, together with the duly executed signature pages thereto; (e) the Subordination Agreement by Riverside Partners, LLC in favor of Bank, together with the duly executed signature pages thereto; (f) evidence satisfactory to Bank that each of the Prior Lenders has been paid in full; (g) the Liens securing Indebtedness owed by Borrower to Prior Lenders, as applicable, will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Advance, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fi) the Perfection Certificate Certificates of each Real Goods Borrower and Secured Guarantor, together with the duly executed signature pages thereto; (j) a legal opinion of Borrower’s counsel, with regard to formation and authorization of the Loan Documents with regard to each Real Goods Borrower, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed original signature pages thereto; (gk) a copy of Borrower’s Investors’ Rights Agreement and any amendments theretoduly executed original signature pages to the Guaranty; (hl) duly executed original signature pages to the Security Agreement; (m) duly executed signature pages to the Secretary’s Certificate with completed Guaranty Resolutions for Secured Guarantor; (n) the Pledge Agreement, together with the duly executed signature pages thereto and any certificates and stock powers required to be delivered in connection therewith; (o) duly executed signature pages to a certificate of a Responsible Officer of Borrower certifying that the executed merger documents and post-closing organizational chart provided to Administrative Agent are true and complete copies; (p) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jq) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to make the initial Advance is Advances hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to Bankthe Lender Group: This Agreement duly executed by the Borrowers, the Guarantors, the Lenders, and the Administrative Agent; Any Revolving Loan Notes requested in writing by any Lender at least three (3) Business Days prior to the Agreement Date duly executed by the Borrowers; The Security Agreement, the Canadian Security Agreement, and the Reaffirmation Agreement, each duly executed by each Credit Party party thereto; An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; The legal opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Credit Parties (opining on New York, Delaware, California, Washington, Oregon and federal law), and local counsel for Georgia and Wisconsin, in each case addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, material debt agreements (including without limitation the Indenture with respect to the 2017 Notes and completion the 2020 Notes and the New Indenture with respect to the 2021 Notes), and orders and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; and attachment and perfection of security interests; The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the board resolutions (or equivalent) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank Products Documents and, with respect to the Borrowers, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized; provided, that if a document referenced in clause (A) or (B) was delivered in connection with the Existing Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party certifies that no changes have been made to such document, and such document remains in full force and effect; A solvency certificate executed by the chief financial officer of the Parent regarding the solvency and financial condition of the Credit Parties; Certificates of insurance, with respect to the Credit Parties (other mattersthan IMS Southern, as Bank may reasonably deem necessary or appropriateLLC), in each case, meeting the requirements of Section 6.5; UCC, PPSA, Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent that there are not Liens upon the Collateral (other than Permitted Liens); Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation: , fees and expenses of counsel to the Administrative Agent; and A certificate signed by an Authorized Signatory of the Borrowers certifying that each of the applicable conditions set forth in Sections 4.2(a) and (d) have been satisfied. The Administrative Agent and the Lenders agree that the Revolving Loan Commitment of each of the Lenders immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Loan Commitment of each Lender shall be as set forth on Schedule 1.1(a). In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after NAI-1536628076v4 giving effect to this Agreement, each Lender holds Revolving Loans equal to its Aggregate Commitment Ratio (based on the Revolving Loan Commitment of each Lender as set forth on Schedule 1.1(a)). To the extent the reallocation permitted pursuant to this Section 4.1(b) results in the prepayment of any SOFR Advance in whole or in part, the Lenders hereby agree to waive any reimbursement obligations of the Borrowers arising under Section 2.9 in connection therewith. The Administrative Agent shall have received a certificate of an Authorized Signatory of the Borrower Representative stating that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Parent and its Restricted Subsidiaries (taken as a whole) shall have occurred since September 25, 2021, which change has had or would be reasonably expected to have a Materially Adverse Effect. The Administrative Agent shall have received (i) the financial statements (including balance sheets and related statements of comprehensive income, equity and cash flows) described in Section 5.1(k) and (ii) an annual budget for the Credit Parties and their Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending September 2026, prepared on a quarterly basis from the Agreement Date through September 24, 2022, and prepared on an annual basis for each fiscal year thereafter (it being recognized by the Administrative Agent and the Lenders that the projections and forecasts provided by the Credit Parties should not be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results and such differences may be material). The Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrowers certifying that all Necessary Authorizations described in clause (a) duly executed original signatures to of the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof definition thereof are in full force and effect, together are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents. At least five (5) days prior to the date of this Agreement, the Administrative Agent shall have received all documentation and information required by any Governmental Authority and requested in writing by any Lender at least ten (10) days prior to the Agreement Date under any applicable “know your customer” and Anti-Money Laundering Laws including the Patriot Act and, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall have received all documentation and authorizations necessary to release all Mortgages granted to the Administrative Agent under the Existing Credit Agreement, and all such Mortgages shall have been, or shall substantially concurrent with appropriate evidence showing lender loss payable and/or additional insured clauses the consummation hereof be, terminated (with record filings to be submitted for filing or endorsements in favor of Bank; (i) recordation by the completion of Administrative Agent promptly after the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofAgreement Date).

Conditions Precedent to Initial Advance. Bank’s obligation The Lender shall not be obligated to make any Advance hereunder until the initial Advance is subject following conditions have been satisfied, in the sole discretion of, or waived in writing by, the Deal Agent: (a) The Transaction Documents shall have been duly authorized, executed and delivered by the parties thereto. (b) The Lockbox Control Agreement shall have been duly executed by, and delivered to, the parties hereto and thereto and the Deal Agent shall have received such other documents, instruments, agreements and legal opinions with respect to the condition precedent that Bank Lockbox Control Agreement as the Deal Agent shall have receivedrequest, each in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant;Deal Agent. (c) The Deal Agent shall have completed, to its satisfaction, the Operating Documents audit contemplated by Section 2.16(c) and long-shall have notified the Borrower, the Originator and the Servicer, in writing, that it shall begin to fund. (d) The Deal Agent and the Trustee shall have received the initial Contract List, certified by a Responsible Officer of the Originator, together with an Assignment Agreement substantially in the form good standing certificates of Exhibit A to the Purchase Agreement. (e) The Deal Agent shall have received a certificate of a Responsible Officer of the Borrower and its Subsidiaries certified by a Responsible Officer of the Secretary Servicer substantially in the form of State Exhibit G attached hereto. (f) The Deal Agent shall have received executed powers of attorney in the form of Exhibit H hereto from the Servicer, the Originator and the Borrower. (g) The Deal Agent, the Lender and the Hedge Counterparty shall have received legal opinions acceptable (in their sole discretion) to the Lender, the Hedge Counterparty and the Deal Agent from Dechert LLP as the Deal Agent may request. (h) The Deal Agent shall receive evidence satisfactory to it that, on or equivalent agency) of Borrower’s before the Initial Advance Date, UCC-l financing statements and such Subsidiaries’ jurisdiction of organization UCC-3 terminations have been or formation and are being filed in each office in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or are required (i) to perfect the first priority security interests created by the Purchase Agreement reflecting the interest of the Borrower in the Asset Pool and the proceeds thereof, and (ii) to perfect the first priority security interests created by the Note Purchase Agreement of the Trustee on behalf of the Secured Parties in the Asset Pool and the proceeds thereof. (i) The Deal Agent shall, as of the Initial Advance Date, have been orfurnished with such other documents and opinions (including executed copies, addressed to it or otherwise expressly allowing it to rely thereon of such documents or opinions) delivered to any other person in connection with the initial AdvanceNote Purchase Agreement, will be terminated or released; (f) the Perfection Certificate of Borrowerother Transaction Documents and the transactions contemplated hereby and thereby as it may reasonably require, together and all documents and opinions as well as actions and proceedings taken by the Borrower in connection with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement Transaction Documents satisfactory in form and any amendments thereto; (h) evidence satisfactory substance to Bank that the insurance policies Deal Agent and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofcounsel.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to fund the Tranche A Loan and the Tranche B Loan, and to make the initial Advance is of the Revolving Loans hereunder and the obligation of the Issuing Banks to issue the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent or the Lenders, as appropriate, shall have receivedreceived each of the following, in form and substance satisfactory to the Administrative Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Tranche A Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche A Loan Commitment, and a duly executed Tranche B Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Tranche B Loan Commitment; (iii) A duly executed Revolving Loan Note to the order of each Lender in the amount of such Lender's pro rata share of the Revolving Loan Commitment; (iv) The duly executed Swing Loan Note to the order of the Swing Bank; (v) The Security Agreement duly executed by each of the Borrowers; (vi) The Trademark Security Agreement duly executed by each of the Borrowers and each of the Subsidiaries of the Borrowers (other than iHigx.xxx,Xxx.) which own trademarks; (vii) The Pledge Agreements duly executed by the pledgors party thereto, together with original stock certificates, warrants, limited liability company interest certificates or limited partnership interest certificates and appropriate transfer powers executed in blank with respect to all collateral pledged thereunder; (viii) The Subsidiary Security Agreement duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries and iHigx.xxx, Xxc.); (ix) The Subsidiary Guaranty duly executed by all direct and indirect Subsidiaries of the Borrowers (other than foreign Subsidiaries and iHigx.xxx, Xxc.); (x) The Robixxxx Xxxranty duly executed by Robixxxx; (xi) A duly executed assignment of Wachovia Bank, such documentsN.A.'s existing mortgage on certain real property owned by Datasouth; (xii) A cash collateral account pledge agreement duly executed by W. Jxxxx Xxxt with respect to a pledge of $3,000,000 in cash compensation to be received by W. Jxxxx Xxxt in connection with the Mergers; (xiii) The legal opinions of Alstxx & Xird LLP, counsel to the Parent, Bull Run, Capital and Datasouth, Dinsxxxx & Xhohl LLP, counsel to Host, and completion Davix, Xxodxxx & Xadoxx, xxunsel to USA, each with respect to this Agreement in form and substance satisfactory to the Administrative Agent; (xiv) The duly executed Request for Advance for the initial Advance of the Loans; (xv) A duly executed Borrowing Base Certificate dated as of November 30, 1999; (xvi) A loan certificate as to each Borrower signed by an Authorized Signatory of such other mattersBorrower in substantially the form of Exhibit S attached hereto, as Bank may reasonably deem necessary or appropriateincluding a certificate of incumbency with respect to each Authorized Signatory of such Borrower, includingtogether with appropriate attachments which shall include, without limitation: , the following: (aA) duly executed original signatures a copy of the Certificate or Articles of Incorporation of such Borrower certified to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents be true, complete and long-form good standing certificates of Borrower and its Subsidiaries certified correct by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ for the jurisdiction of organization or formation such Borrower's incorporation, (B) a true, complete and correct copy of the By-Laws of such Borrower, (C) a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing hereunder and the execution, delivery and performance by such Borrower of the Loan Documents, (D) certificates of good standing from each jurisdiction in which such Borrower and each Subsidiary is qualified to conduct do business, (E) true, correct and complete copies of any employment agreements of such Borrower, (F) true, correct and complete copies of any shareholder or voting trust agreements with respect to such Borrower and (G) a true and complete copy of resolutions adopted by the Board of Directors of such Borrower authorizing the consummation of the Mergers and all transactions related thereto; (xvii) A loan certificate of the Parent signed by an Authorized Signatory of the Parent in substantially the form of Exhibit U attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Articles of 48 55 Incorporation of the Parent certified to be true, complete and correct by the Secretary of State of Georgia, (B) a true, complete and correct copy of the By-Laws of the Parent, (C) a true, complete and correct copy of the resolutions of the Parent authorizing the execution, delivery and performance by the Parent of the Loan Documents, (D) certificates of good standing from each jurisdiction in which the Parent is qualified to do business, (E) a true and complete copy of resolutions adopted by the Board of Directors of the Parent authorizing the consummation of the Mergers and all transactions related thereto, and (F) true, correct and complete copies of the executed Merger Documents; (xviii) A Solvency Certificate of the Parent a consolidated basis with its Subsidiaries executed by the Chief Financial Officer of Bull Run, regarding the solvency and financial condition of the Parent and its Subsidiaries and the accuracy of all internally prepared financial statements and business plans, in form and substance satisfactory to the Administrative Agent; (xix) A certificate of an Authorized Signatory of Host certifying that attached thereto is a true and complete copy of the NCAA Contract; (xx) Audited consolidated financial statements for (A) Bull Run for the six months ending June 30, 1999, (B) Host for the fiscal year ending June 30, 1999 and (C) USA for the fiscal year ending June 30, 1999 and unaudited consolidated financial statements for the Parent, Bull Run, Host and USA for the three (3) months ended September 30, 1999; (xxi) A statement of Robixxxx'x Xxxestricted Investments (as defined in the Robixxxx Xxxranty) as of a date no earlier than thirty (30) days prior to the Effective Agreement Date, with values thereon determined as of the Business Day immediately preceding the Agreement Date; (dxxii) duly executed original signatures Copies of certificates of insurance and the related insurance policies with respect to the completed Borrowing Resolutions for BorrowerBorrowers and meeting the requirements of Section 5.5 hereof; (exxiii) certified copiesCopies of any pay-off letters, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that , mortgage releases, trademark releases and the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, like required by the Administrative Agent in connection with the initial Advance, will be terminated or releasedremoval of any Liens (other than Permitted Liens) against the assets of the Borrowers after giving effect to the refinancing of any existing Indebtedness; (fxxiv) Lien search results with respect to the Perfection Certificate Borrowers, the Parent and any of Borrower, together with the duly executed original signature theretotheir Subsidiaries from all appropriate jurisdictions and filing offices; (gxxv) a copy of Borrower’s Investors’ Rights Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents executed on the Agreement and any amendments theretoDate will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (hxxvi) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effectSince June 30, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 1999, (i) no change in the completion business, assets, management, operations, financial condition, projections, or prospects of the Initial Audit with results satisfactory to Bank Borrowers or any of their Subsidiaries or Affiliates, or in its sole and absolute discretion; and (j) payment the Collateral, shall have occurred, which change, in the judgment of the fees Administrative Agent and Bank Expenses then due as specified the Lenders, may have a Materially Adverse Effect, (ii) there shall have been no material increase in Section 2.4 hereof.the liabilities (absolute or contingent) of the Borrowers or any of their Subsidiaries or Affiliates, whether or not disclosed or required to be reserved against on any pro forma balance sheet, and (iii) there shall have been no material decrease in the assets of the Borrowers or their Subsidiaries or Affiliates, nor shall any of the

Conditions Precedent to Initial Advance. Bank’s obligation The willingness of the Bank to make consider making the Advances under Article II (including the initial Advance Advance) is subject to the condition precedent that the Bank shall have receivedreceived on or before the day of such Advance all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) The Note duly executed original signatures to the Loan Documents;executed. (b) duly executed original signatures to A certified copy of the Initial Warrant;resolutions of the Borrower authorizing the execution, delivery and performance of this Agreement, the Note, Collateral Documents and other matters contemplated hereby. (c) Copies of the Operating Documents articles of incorporation and long-form good standing certificates bylaws of the Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s its secretary as being true and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;correct. (d) duly executed original signatures to Evidence that the completed Borrowing Resolutions for Borrower;Borrower is in good standing with the office of the Delaware Secretary of State, North Dakota Secretary of State, Minnesota Secretary of State, South Dakota Secretary of State, Nebraska Secretary of State and Iowa Secretary of State. (e) certified copiesIntercreditor agreements executed by Case LLC, dated Case Credit Corporation, New Holland Credit Company, LLC, New Holland North America, Inc., GE Commercial Distribution Finance Corporation and such other third party creditors of the Borrower as of a recent date, of financing statement searches, as the Bank may 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 ordeems necessary, in connection with form and content satisfactory to the initial Advance, will be terminated or released;Bank. (f) the Perfection Certificate of BorrowerA security agreement duly executed and related financing statement, together with any such other documentation required by the duly executed original signature thereto;Bank, whereby to secure the Obligations of the Borrower to the Bank, the Borrower grants the Bank a perfected security interest in all of the Borrower’s inventory, equipment, fixtures, contract rights, accounts and other rights to payment, deposit accounts and general intangibles whether now owned or hereafter acquired and wherever located and the products and proceeds thereof all as more specifically set forth in the security agreement. (g) a copy of Borrower’s Investors’ Rights Agreement Evidence that the security interest granted by the security agreement referred to in (f) above is subject only to the prior liens, if any, contemplated by the intercreditor agreements referred to in (e) above and any amendments thereto;the purchase money liens contemplated by Section 6.2 (f). (h) evidence satisfactory to Bank that A certificate of insurance evidencing a policy or policies of insurance covering the insurance policies Borrower’s operations and endorsements property as required by Section 6.7 hereof are in full force 5.7 of this Agreement, such policy to insure against all risks and effect, together with appropriate evidence showing names the Bank as mortgagee/lender loss payable and/or additional insured clauses or endorsements in favor payee on all property policies which insures the property of Bank;the Borrower subject to the Collateral Documents. (i) A signed copy of an opinion of counsel for the completion of Borrower addressed to the Initial Audit with results satisfactory Bank and its participants in form and substance acceptable to Bank in its sole and absolute discretion; andthe Bank. (j) payment A completed Borrowing Base Certificate. (k) Copies of all leases of real property under which the Borrower is a tenant, together with a Landlord’s Disclaimer and Consent in favor of the fees Bank, in form and content acceptable to the Bank, from the landlord of each such lease properly executed on behalf of such landlord. (l) Any and all other agreements, documents, instruments and powers as the Bank Expenses then due as specified may require or deem necessary, in its sole discretion, to carry into effect the purposes of the documents described in this Section 2.4 hereof3.1 and this Agreement.

Conditions Precedent to Initial Advance. Bank’s The obligation of --------------------------------------- the Lender to make the initial Advance is subject to the condition precedent that Bank fulfillment of each of the following conditions prior to or contemporaneously with the making of such Advance: (a) The Lender shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lender: (ai) duly executed original signatures to the Loan DocumentsNote; (bii) duly executed original signatures to Negative Pledge Agreement executed and delivered by the Initial WarrantBorrower and each Subsidiary; (ciii) duly executed Subsidiary Guaranty executed and delivered by each Subsidiary of the Operating Documents and long-form good standing Borrower; (iv) copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries and otherwise meeting the requirements of Section 5.5 hereof; (v) legal opinion of Long, Xxxxxxxx & Xxxxxx LLP, as general counsel to the Borrower and its Subsidiaries, addressed to the Lender, and dated as of the Agreement Date; (vi) copies of the most recent quarterly and annual financial statements of the Borrower and its Subsidiaries, certified by the chief financial officer of the Borrower; (vii) any required consents to the closing of this Agreement or to the execution, delivery and performance of this Agreement and the other Loan Documents, each of which shall be in form and substance satisfactory to the Lender; (viii) the loan certificate of the Borrower, in substantially the form attached hereto as Exhibit A-1, including a certificate of incumbency ----------- with respect to each Authorized Signatory, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the Certificate or Articles of Incorporation of the Borrower, certified to be true, complete and correct by the Georgia Secretary of State, (B) certificates of good standing or foreign qualification for the Borrower issued by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and similar state official for each jurisdiction state in which the Borrower and each Subsidiary is qualified required to conduct qualify to do business, each (C) a true, complete and correct copy of the By-Laws of the Borrower, as in effect on the Agreement Date, (D) a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform this Agreement and the other Loan Documents and (E) a date no earlier than thirty (30) days prior true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the Effective Date; (d) duly executed original signatures to stock of the completed Borrowing Resolutions for Borrower; (eix) certified copies, dated as the loan certificate of a recent date, of financing statement searches, as Bank may 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 oreach respective Subsidiary, in connection substantially the form attached hereto as Exhibit A-2, including a ----------- certificate of incumbency with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrowerrespect to each Authorized Signatory, together with appropriate attachments which shall include, without limitation, the duly executed original signature thereto; following items: (gA) a copy of Borrower’s Investors’ Rights the Certificate or Articles of Incorporation of the Subsidiary, certified to be true, complete and correct by the appropriate Secretary of State with respect to the Subsidiary (B) certificates of good standing or foreign qualification for the Subsidiary issued by the Secretary of State or similar state official for each state in which the Subsidiary is required to qualify to do business, (C) a true, complete and correct copy of the By-Laws of the Subsidiary, as in effect on the Agreement Date, (D) a true, complete and correct copy of the resolutions of the Subsidiary authorizing it to execute, deliver and perform this Agreement and the other Loan Documents and (E) a true, complete and correct copy of any amendments theretoshareholders' agreements or voting trust agreements in effect with respect to the stock of the Subsidiary; (hx) evidence satisfactory UCC-1 lien and judgment search results with respect to Bank that the insurance policies Borrower and endorsements required by Section 6.7 hereof are in full force its Subsidiaries for Xxxxxx County, Georgia and effectSpalding County, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionGeorgia; and (jxi) all such other documents as the Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lender shall have received payment of all fees due and payable on the fees Agreement Date. (c) There shall have occurred no Materially Adverse Effect and Bank Expenses then due as specified no event which, in Section 2.4 hereofthe reasonable opinion of the Lender, may be expected to have a Materially Adverse Effect.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Initial Warrant[intentionally omitted]; (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) Borrower shall have delivered the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (ih) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.; and (i) Valeant Pharmaceuticals International, a Delaware corporation, shall have executed and delivered a Licensee Agreement to the Bank relating to the Valeant License, in the form of Exhibit A.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to make the initial Advance is Advances hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions on or before December 31, 2013: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to the Lender Group: (i) This Agreement duly executed by the Borrowers, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrowers; (iii) The Security Agreement duly executed by each Credit Party, together with Uniform Commercial Code financing statements related thereto; (iv) All other Security Documents duly executed by each Credit Party party thereto; (v) A Controlled Account Agreement with respect to each deposit account set forth on Schedule 6.15 (other than an Excluded Account) maintained by any Credit Party at a depository institution, duly executed by such Credit Party, the Administrative Agent, and such depository institution, and evidence reasonably satisfactory to the Administrative Agent that the Credit Parties have established the cash management system required by Section 6.15; (vi) An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; (vii) The legal opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Credit Parties, and local counsel for each jurisdiction in which a Credit Party is organized (to the extent the foregoing opinions do not opine as to the law of such jurisdictions), in each case addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, material agreements (including without limitation the Senior Subordinated Note Indenture), and order and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; and attachment and perfection of security interests; (viii) The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; (ix) A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank Products Documents and, with respect to the Borrowers, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; (x) A solvency certificate executed by the chief financial officer of the Parent regarding the solvency and financial condition of the Credit Parties, together with a pro forma balance sheet giving effect to the incurrence of the initial Advance and the issuance of the initial Letter of Credit hereunder; (xi) Certificates of insurance, additional insured endorsements, and lender’s loss payable endorsements with respect to the Credit Parties, in each case, meeting the requirements of Section 6.5; (xii) UCC, PPSA, Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent that there are not Liens upon the Collateral (other than Permitted Liens); (xiii) Payoff letters, termination statements, and the like (including, without limitation, cancellation of all existing letters of credit) required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens) and the repayment of debt to be repaid on the Agreement Date; (xiv) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens), including, without limitation, through (1) the filing of UCC financing statements, and (2) delivery of all possessory Collateral to the Lender required to be delivered in accordance with the Security Documents; (xv) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xvi) Each Third Party Agreement required by Section 6.10; (xvii) A certificate signed by an Authorized Signatory of the Borrowers certifying that each of the applicable conditions set forth in Section 4.2 have been satisfied; and (xviii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Administrative Agent shall have completed their financial, collateral, regulatory, and legal due diligence of Credit Parties, and all credit investigations and background checks, and the results, form, and substance of each of the foregoing items shall be satisfactory to Administrative Agent. (c) The Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Parent and its Restricted Subsidiaries (taken as a whole) shall have occurred since June 29, 2013, which change has had or would be reasonably expected to have a Materially Adverse Effect, and the Administrative Agent shall have received a certificate of an Authorized Signatory of the Borrowers so stating. (d) The Administrative Agent shall have received and be satisfied with (i) the financial statements (including balance sheets and related statements of income and retained earnings and related statements of cash flows) described in Section 5.1(k), (ii) the unaudited balance sheet and statement of income of the Parent and its Restricted Subsidiaries for the fiscal year ended September 29, 2013 and the fiscal month ended on or about October 31, 2013, and (iii) an annual budget for the Credit Parties and their Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending September 2018, prepared on a month by month basis for the fiscal year ending September 27, 2014, and prepared on an annual basis for each fiscal year thereafter (it being recognized by the Administrative Agent and the Lenders that the projections and forecasts provided by the Credit Parties should not be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). (e) The Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrowers certifying (i) that all Necessary Authorizations are in full force and effect, are not subject to any pending or threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of the businesses and the ownership (or lease) of the Properties of the Credit Parties and (ii) that attached thereto are true, correct, and complete copies of all such Necessary Authorizations. (f) The Administrative Agent shall have completed to its satisfaction all field exams and appraisals required by the Administrative Agent, all of which must be in form and substance reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a Borrowing Base Certificate, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to Administrative Agent which calculates the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each Borrowing Base as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copiesAugust 31, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto;2013. (h) evidence satisfactory to Bank that the insurance policies The Administrative Agent shall have received all documentation and endorsements information required by Section 6.7 hereof are in full force any Governmental Authority under any applicable “know your customer” and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; anti-money laundering laws no later than five (i5) Business Days prior to the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofAgreement Date.

Conditions Precedent to Initial Advance. BankLender’s obligation obligations under this Agreement to make the initial Initial Advance is subject as specified in the HUD-1 Settlement Statement shall be conditioned upon, unless Lender otherwise agrees: (a) Borrower’s delivery to Lender at least five (5) business days prior to the condition precedent that Bank shall have receivedInitial Advance (or such shorter period as Lender may agree to), and Lender’s approval of the following: (i) Certificates of Insurance showing workers’ compensation insurance, public liability insurance and builder’s risk insurance from a company or companies and in form and amounts satisfactory to Lender, together with written evidence, in form and substance satisfactory to BankLender, such documentsthat all fees and premiums due on account thereof have been paid in full; (ii) an appraisal of the Project on an “as if completed” basis indicating a fair market value that satisfies the minimum loan to value ratios set forth herein and which is in form and substance satisfactory to Lender performed by an independent licensed appraiser selected by Lender; (iii) an opinion of counsel for Borrower and Guarantors; (iv) authorizing resolutions, copies of the Borrower’s Articles of Organization and Operating Agreement and all amendments thereto, copies of Xxxxxxxx Homebuilding’s Certificate of Incorporation and Bylaws, a current Certificate of Fact for Borrower issued by the Commonwealth of Virginia, and a current certificate for Xxxxxxxx Homebuilding issued by the State of Delaware; (v) written evidence that the Project has been zoned, beyond any possibility of appeal, for purposes consistent with the completion of such other mattersthe construction of the Project and consistent with the uses contemplated by Lender, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to this Agreement and the Loan Documents; (bvi) duly executed original signatures to the Initial Warrant; extent available, a list of the names of all major contractors and materialmen (cthe “Contractors”) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (who will perform work or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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, supply materials in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion construction of the Initial Audit Project, together, to the extent available, with results satisfactory copies of all major contracts or subcontracts for such construction (“Contracts”) which shall be subject to Bank Lender’s approval in its sole and absolute reasonable discretion; and (jvii) payment to Lender of a fully earned non-refundable Loan fee in the amount of $55,000 together with the payment of all third party expenses incurred by Lender in making the Loan, including, but not limited to, attorneys fees, environmental reports, credit reports, pre-construction inspections, appraisals and flood hazard certifications; and (viii) a separate policy of flood insurance in the face amount of the Note or the maximum limit of coverage available with respect to the Project, whichever is the lesser, from a company or companies satisfactory to Lender and written in strict conformity with the Flood Disaster Protection Act of 1973, as amended, and all applicable regulations adopted pursuant thereto; provided, however, that in the alternative Borrower may supply Lender with written evidence, in form and substance satisfactory to Lender, to the effect that such flood insurance is not available with respect to the Land, or Borrower may provide to Lender the certificate of a professional engineer that the Land is not within a flood hazard area; (ix) a paid policy of title insurance (ALTA Standard Form “B” Loan Policy - Current Edition) or a valid and enforceable commitment to issue the same, together with such reinsurance agreements and direct access agreements as may be required by Lender, from a company or companies satisfactory to Lender in the amount of the Loan and which may be endorsed or assigned to the successors and assigns of Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Project, free and clear of all defects, exceptions and encumbrances except such as Lender and its counsel shall have approved, and which contains affirmative coverage for unrecorded mechanics’ and materialmens’ liens; (x) copies of the recorded subdivision plat of the Land and/or a current survey of the Land, certified to Lender by a registered land surveyor of the jurisdiction in which the Land is located, which plat of survey shall clearly designate at least (i) the location of the perimeter of the Land by courses and distances; (ii) the location of all easements, rights-of-way, alleys, streams, waters, paths and encroachments; (iii) the location of all building restriction lines and set-backs, however established; (iv) the location of any streets or roadways abutting the Land; and (v) the then “as-built” location of any improvements and the relation of the improvements by courses and distances to the perimeter of the Land, building restriction lines and set-backs, all in conformity with the most recent Minimum Standard Detail Requirements for Property Title Surveys adopted by the American Congress on Surveying and Mapping (including any optional items required by Lender acting reasonably); (xi) a soil report which shall (i) demonstrate that the soil conditions of the Land are suitable for the construction of the Project, and (ii) evidence to Lender’s reasonable satisfaction that there are no Hydric Soils on the Land (Hydric Soils are any soil category upon which construction of Improvements would be prohibited or restricted under applicable governmental requirements, including, without limitation, those imposed by the U. S. Army Corp of Engineers); (xii) a satisfactory Phase I environmental site assessment report for the Land; (xiii) written evidence satisfactory to Lender of the availability of sanitary sewer, water and other public utilities adequate in Lender’s judgment to serve the completed Project; (xiv) certified true financial statements and tax returns of the Borrower and the Guarantors for the past three fiscal periods; (xv) the standard form of lease agreement that the Borrower will require all tenants to sign in form and substance satisfactory to the Lender; (xvi) the current detailed draw schedule for Project in form and substance satisfactory to the Lender; (xvii) the current complete and detailed Plans for the Project; and (xviii) an independent cost review of the entire Project budget and Plans by an engineer or architect selected by the Lender verifying the sufficiency of the Project budget to complete the Project as planned, which cost review shall be at the Borrower’s sole cost. (b) The Loan Documents shall each have been duly executed by the respective parties thereto and delivered to Lender. (c) Financing statements, and any modifications thereto, shall have each been duly filed in all public offices necessary to provide public notice or protect the validity and effectiveness thereof, and all taxes, fees and Bank Expenses then due as specified other charges in connection therewith shall have been paid, or appropriate provisions shall have been made with respect thereto. (d) The representations and warranties set forth in Section 2.4 hereof4 are all true and correct in all material respects.

Conditions Precedent to Initial Advance. Bank’s 's obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and evidence of completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party, including this Agreement, the IP Security Agreement, the Cross-Guaranty, and one or more Control Agreements, with respect to each Borrower, relative to all Collateral Accounts maintained by such Borrower with any affiliate of Bank; (b) duly executed original signatures to the Initial Warrant; (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective DateDate satisfactory to Bank; (dc) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ed) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fe) Borrower shall have delivered the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (gf) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (ig) Pursuant to the completion second sentence of the Initial Audit with results Section 5.2A below, Borrower shall have delivered to Bank evidence (satisfactory to Bank in its sole good faith business judgment) of the satisfaction of all such obligations relative to the Delaware Biolife Judgment and absolute discretionthe California Biolife Judgment; and (jh) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make At or before the initial time of the first Advance is subject to under this Agreement, the condition precedent that Bank Agent, for and on behalf of the Lenders, shall have receivedreceived the following, each in full force and effect and in form and substance satisfactory to Bankthe Lenders, such documents, and completion of such other matters, as Bank may acting reasonably deem necessary or appropriate, including, without limitation:(unless delivery has been waived in accordance with Section 10.7.2): (a) duly executed original signatures all conditions precedent to the Loan Documentsloans to be advanced to Omega by the U.S. Banks as referenced in Article [3] of the Omega Credit Agreement are satisfied and completed in full to the satisfaction of the Agent, and that duplicate original executed copies of all certificates and other documents to be provided by Omega to the U.S. Banks as provided in Article [3] of the Omega Credit Agreement are provided to the Agent; (b) duly executed original signatures evidence satisfactory to the Initial WarrantAgent that all debts, liabilities and obligations owing under Kitchen Craft of Canada Ltd.'s existing credit arrangements with CIBC and any other debt not forming part of the Permitted Obligations will be paid in full concurrently with the initial Advance; (c) the Operating Documents and long-form good standing certificates a letter of Borrower and its Subsidiaries certified by the Secretary undertaking from Omega that duplicate original copies of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified all deliveries to conduct business, each as of a date no earlier than thirty (30) days prior be made to the Effective DateU.S. Banks pursuant to section [5.1] of the Omega Credit Agreement shall be concurrently made and delivered to the Agent during the term of this Agreement, such letter to be in the form attached hereto as Schedule 5.1(c); (d) duly executed original signatures to certified copies of the completed Borrowing Resolutions for BorrowerConstating Documents of the Borrower and all of its Subsidiaries (other than the Transitory Subsidiary), and certificates of good standing from the jurisdictions in which each of them carries on business; (e) certified copiescopies of the corporate proceedings taken by the Borrower and all of its Subsidiaries (other than the Transitory Subsidiary) and Omega, dated as of a recent dateauthorizing them to execute, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that deliver and perform their respective obligations under the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or releasedCredit Documents; (f) an incumbency certificate showing the Perfection Certificate names and titles and bearing copies of the signatures of the officers of the Borrower authorized to execute the Credit Documents and to request Advances, certified as of the Closing Date by the Secretary or Assistant Secretary of the Borrower, together with the duly executed original signature thereto; (g) a copy duly executed copies of Borrower’s Investors’ Rights this Agreement and any amendments thereto;the Security, (h) certificates of insurance with loss payable to the Agent on behalf of the Lenders, or other evidence satisfactory to Bank that the covenants and conditions of the Credit Documents concerning insurance policies and endorsements required by Section 6.7 hereof coverage are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankbeing complied with; (i) phase 1 environmental assessment reports (or other evidence satisfactory to the completion Lenders concerning environmental matters) in respect of material real property owned or occupied by the Borrower that are in the possession of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; andBorrower; (j) payment releases, discharges and postponements (in registerable form where appropriate) covering all Encumbrances affecting the collateral Encumbered by the Security which are not Permitted Encumbrances, and all statements and acknowledgments that are required in respect of other security interests affecting the Property of the fees Borrower and Bank Expenses then due as specified its Subsidiaries or other parties delivering Security to confirm that the collateral Encumbered by those Encumbrances does not include the collateral Encumbered by the Security or is a Permitted Encumbrance; (k) title opinions satisfactory to the Lenders covering all mortgages of freehold real property in Section 2.4 hereof.Canada;

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lender to make the initial Advance Loan is subject to the condition conditions precedent that Bank each of the following conditions shall have receivedbeen satisfied, and the Lender shall have received (or waived receipt) on or before the date hereof all of the following collateral documents, each in form and substance satisfactory to the Lender and executed by the appropriate parties: (a) The following loan documents duly executed and delivered by Borrower and each Obligor, as the case may be, to Lender: 1) This Loan and Security Agreement; 2) Note (Line of Credit) in principal amount of $1,500,000.00; 3) Acknowledgment of Confession of Judgment as to Note; 4) Guaranty and Surety Agreement of PA1; 5) Such other and further Loan Documents as may be reasonably required by the Lender; (b) Proof satisfactory to Lender that the PENNVEST Debt Obligation has been funded and closed; (c) The payment by Borrower of all legal, recording, filing fees and other expenses (including but not limited to those relating to appraisals, environmental studies, loan documentation preparation) incurred by the Lender in connection with the Loan and the transactions contemplated thereby; (d) Payment of the Loan Fee(s) referenced in Section 2.02 above; (e) Documentation, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 orLender, in connection and pursuant to which, PA1 has notified PENNVEST that it has irrevocably designated the Project Funding Trust Account as the sole account into which disbursements of Project Funding, including the proceeds of the PENNVEST Debt Obligation, shall be deposited directly by PENNVEST in accordance with the initial Advance, will be terminated or releasedFunding Agreement; (f) All covenants, representations and warranties made by PA1 and/or Borrower in and pursuant to the Perfection Certificate Funding Agreement and any other Funding Document shall be true and correct in all material respects on and as of Borrower, together the date of the Initial Advance with the duly executed original signature theretosame effect as if made on such date; (g) a copy The representations and warranties made to Lender herein, in the other Loan Documents and in any other document, shall be true and correct in all material respects on and as of Borrower’s Investors’ Rights Agreement and any amendments theretothe date of the Initial Advance with the same effect as if made on such date; (h) evidence The written opinion of Borrower's counsel dated as of the Closing Date, in form and substance reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankLender's counsel; (i) the completion Establishment of the Initial Audit Interest Reserve in accordance with results satisfactory to Bank in its sole and absolute discretion; andSection 2.07 of this Agreement; (j) payment Receipt of PA1's detailed construction budget, as reviewed and approved by PENNVEST; and, (k) Such other and further documents as may be required reasonably by the fees and Bank Expenses then due as specified Lender in Section 2.4 hereoforder to consummate the transactions contemplated hereunder.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ed) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fe) the Perfection Certificate Certificate(s) of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (f) confirm that the bailee waivers in favor of Bank for the IBM foundry in Burlington, Vermont by the respective landlord thereof, is still in full force and effect; (g) a copy of Borrower’s Investors’ Rights Agreement duly executed original signatures to the Guaranty and any amendments theretothe Security Agreement, together with duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) Borrower shall have entered into the completion of EXIM Loan and shall have delivered the Initial Audit with results satisfactory EXIM Loan Agreement and all other documents executed in connection therewith to Bank in its sole and absolute discretionBank; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The --------------------------------------- obligations of the Lenders to undertake the Commitment and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Agent or the Lenders, as appropriate, shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Note to the order of each Lender in the amount of such Lender's pro rata share of the Commitment; (iii) The Security Agreement, such documentsPledge Agreement (together with the original stock certificates of the Capital Stock pledged thereunder and related stock powers), Intellectual Property Security Agreements, Mortgage, Subordination Agreement, Subsidiary Guaranty, and completion Subsidiary Security Agreement, duly executed by the parties thereto; (iv) Original Uniform Commercial Code financing statements signed by the Borrower and each Material Subsidiary, respectively, as debtor, and naming the Agent as secured party to be filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Agent; (v) The Set-Off Waiver Letter, duly executed by LGE; (vi) The opinion of (A) Xxxxxxxx & Xxxxx, as corporate counsel to the Borrower and the Material Subsidiaries, regarding the Borrower, the Material Subsidiaries and the Loan Documents, (B) Xxxxxxx X. Xxxxxx, as general counsel to the Borrower and the Material Subsidiaries, regarding the Borrower, the Material Subsidiaries and the Loan Documents, and (C) bankruptcy counsel to the Borrower, regarding the Final Order and the Confirmation Order, in each case addressed to each Lender, the Issuing Bank and the Agent, dated the Agreement Date; (vii) The duly executed Request for Advance for the initial Advance of the Loans; (viii) A duly executed Borrowing Base Certificate dated as of the Agreement Date; (ix) A loan certificate signed by an Authorized Signatory of the Borrower in substantially the form of Exhibit J attached hereto, --------- including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of the Borrower certified to be true, complete and correct by the Secretary of State for the State of Delaware, (B) a true, complete and correct copy of the By-Laws of the Borrower, (C) a true, complete and correct copy of the resolutions of the Borrower authorizing the borrowing hereunder and the execution, delivery and performance by the Borrower of the Loan Documents, and (D) certificates of good standing from each jurisdiction in which the Borrower is required to be registered to do business; (x) A loan certificate from each Material Subsidiary signed by an Authorized Signatory of such Material Subsidiary in substantially the form of Exhibit J attached hereto, including a --------- certificate of incumbency with respect to each Authorized Signatory of such Material Subsidiary, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of such Material Subsidiary certified to be true, complete and correct by the Secretary of State for the jurisdiction of its incorporation, (B) a true, complete and correct copy of the By-Laws of such Material Subsidiary, (C) a true, complete and correct copy of the resolutions of such Material Subsidiary authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (D) certificates of good standing from each jurisdiction in which such Material Subsidiary is qualified to do business; (xi) A duly executed General Release, releasing the Agent, the Issuing Bank and the Lenders from all claims, liability and causes of action arising in connection with the Debtor-in-Possession Credit Agreement prior to the Agreement Date; (xii) A Collateral Access Agreement with respect to each leased premises of the Borrower listed on Schedule 5.11 hereto (except ------------- to the extent delivery of such Collateral Access Agreement is permitted to be made after the Agreement Date pursuant to Section 5.21 hereof); (xiii) Audited financial statements for the Borrower for its 1998 fiscal year, unaudited financial statements for the Borrower for the month ending August 31, 1999, and the Borrower's pro-forma financial statements, business plan and projections for the twelve month period following the Agreement Date on a quarterly basis; (xiv) Copies of certificates of insurance and the related insurance policies covering the assets of the Borrower and otherwise meeting the requirements of Section 5.5 hereof; (xv) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Agent in connection with the removal of any Liens (other mattersthan Permitted Liens) against the assets of the Borrower or any Material Subsidiary; (xvi) Evidence satisfactory to the Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xvii) Payment of all reasonable fees and expenses payable to the Agent, as Bank may reasonably deem necessary or appropriatethe affiliates of the Agent and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, reasonable fees and expenses of counsel to the Agent; and (axviii) duly executed original signatures to Such other documents and evidence as the Loan Documents;Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Agent shall be satisfied with the Borrower's cash management system and shall have received duly executed original signatures Blocked Account Letters as required by Section 5.15, all as reasonably acceptable to the Initial WarrantAgent; (c) There shall have been no change in the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as assets, management, operations, financial condition or prospects of the Borrower since August 31, 1999, which change, in the judgment of the Agent, will have a date no earlier than thirty (30) days prior to the Effective DateMaterially Adverse Effect; (d) duly executed original signatures The Agent shall have received evidence that the Tuning Patents and the License Agreements are in full force and effect and not the subject of any pending or threatened litigation (other than the Funai Litigation to the completed Borrowing Resolutions for extent there has been no judgment, order or other decision entered in the Funai Litigation which is materially adverse to the Borrower, and to the extent there is no reasonable likelihood of the entry of such order, judgment or decision in the reasonable determination of the Agent) and the satisfactory completion of its due diligence regarding all other Collateral; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written The Agent shall have received evidence (including any UCC termination statements) that the Liens indicated Court has entered the Final DIP Order and that all of the obligations of the Borrower under the Debtor-in-Possession Credit Agreement will be paid in any such financing statements either constitute Permitted Liens or have been or, in connection with full from the proceeds of the initial Advance, will be terminated or released; (f) The Agent shall have received evidence that (i) the Perfection Certificate Court has entered the Confirmation Order, (ii) at least ten (10) days shall have elapsed since such entry of Borrowerthe Confirmation Order on the docket of the Court, together with no appeal of the duly executed original signature theretoConfirmation Order having been timely filed, or if timely filed, with such appeal having been dismissed (unless the Majority Lenders agree to waive any of such requirements), and (iii) all other conditions to the confirmation and effectiveness of the Reorganization Plan shall have been satisfied; (g) The Agent shall have received (i) evidence that all documentation evidencing the LGE Exit Facility has been executed and that the LGE Exit Facility has closed, and (ii) a copy certificate of Borrower’s Investors’ Rights Agreement an authorized signatory of LGE certifying that LGE has received the approval of the 50 Korean Ministry of Finance and any amendments theretoall other applicable governmental entities to provide such credit facility, in each case in form and substance reasonably acceptable to the Agent; (h) The Agent shall have received evidence that the Restructured PIK Note and the New Debentures have been issued and all documents relating to the Restructured PIK Note and the New Debentures shall be in form and substance reasonably acceptable to the Agent; (i) The Agent shall have received evidence that LGE owns at least ninety percent (90%) of the outstanding Capital Stock of the Borrower; (j) The Agent shall have received evidence that (a) LGE has transferred to the Borrower all of LGE's right, title and interest in all of the Salomon Assets and the Credits, and (b) the principal amount of the Restructured PIK Note has been reduced by $5,733,870.83 for those Salomon Assets which are thereafter transferred by the Borrower back to LGE (as indicated on Schedule S- 1); (k) The Agent shall have received the Borrower's plan to become "Year 2000" compliant as required by this Agreement, in form and substance reasonably acceptable to the Agent; (l) The Agent shall have received evidence reasonably satisfactory to Bank it that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor and the Agent and the Lenders shall have received a certificate of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionan Authorized Signatory so stating; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Advance is subject to the condition fulfillment, to the satisfaction of Lender, of each of the following conditions precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary on or appropriate, including, without limitationbefore the Closing Date: (a) Lender shall have received each of the following documents, each dated the Closing Date and in form and substance reasonably satisfactory to Lender: (i) duly executed original signatures to the Loan Documentscounterpart of this Agreement; (bii) any UCC financing statement; (iii) duly executed original signatures to the Initial WarrantControl Agreement and all documents contemplated thereby; (civ) duly executed Customer Account Agreement and all documents contemplated thereby; (v) duly executed Custody Agreement; (vi) certified copies of (A) the Operating Organization Documents (including any amendments or supplements thereto) of Borrower, (B) resolutions authorizing and longapproving the execution, delivery and performance by Borrower of this Agreement, the Control Agreement, the Customer Account Agreement and the Advances hereunder, (C) the Investment Advisory Agreement between Borrower and Investment Adviser, and (D) documents evidencing all other company action, governmental approvals and third-form good standing party consents required to effectuate this transaction, if any, with respect to this Agreement, and any other Facility Document; (vii) certificates of Borrower and its Subsidiaries certified by Investment Adviser certifying the Secretary names and true signatures of State the Responsible Officers of Borrower and Investment Adviser authorized to sign this Agreement, any other Facility Documents, or any other document to be delivered hereunder or thereunder; (viii) copies of the Organization Documents (including any amendments or equivalent agencysupplements thereto, but excluding the operating agreement or the equivalent) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Investment Adviser certified as of a recent date no earlier not more than thirty (30) days prior to the Effective Closing Date; (ix) certificates evidencing the good standing of Borrower and Investment Adviser in its jurisdiction of formation and each other material jurisdiction where it is qualified to do business dated a date not earlier than ten (10) Business Days prior to the Closing Date as to the good standing of Borrower and Investment Adviser; (x) an opinion of counsel to Borrower in form and substance reasonably satisfactory to Lender; and (xi) the results of Lien searches on Borrower in Delaware, obtained by and reasonably satisfactory to Lender. (b) evidence reasonably satisfactory to Lender that the Collateral Account has been established; (c) evidence reasonably satisfactory to Lender that Borrower has offered to purchase 100% of its outstanding AMPS either by tender or redemption; (d) duly executed original signatures evidence reasonably satisfactory to Lender that Borrower or any of its Affiliates has made the completed Borrowing Resolutions for Borrower;public disclosure regarding the tender or redemption of the AMPS and such public disclosure contains a statement acceptable to Lender detailing (i) the use of the proceeds of this Facility to satisfy, in whole or in part, the purchase price or redemption of the AMPS, (ii) any BofAML Entity’s potential ownership of the AMPS (which it may or may not deliver into the offer to purchase by tender financed with the proceeds of this Facility), and (iii) any other material relationship or related party transaction that Borrower may have with any BofAML Entity; and (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that all fees required to be paid on or before the Liens indicated in any such financing statements either constitute Permitted Liens or Closing Date shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of paid by Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to Lender’s determination that each of the condition following conditions precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationhas been satisfied: (a) duly Receipt by Lender of the fully executed original signatures to the Loan DocumentsAdvance Request; (b) duly executed original signatures to the Initial WarrantThe Coverage and LTV Tests are satisfied; (c) If the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified Initial Advance includes a Variable Advance, receipt by the Secretary of State Lender at least five (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (305) days prior to the Effective Initial Closing Date, of the confirmation of an Interest Rate Cap Colonial/PNC ARCS — Master Credit Facility Agreement commitment, in accordance with the Cap Security Agreement, effective as of the Initial Closing Date; (d) duly executed original signatures to If the completed Borrowing Resolutions for BorrowerInitial Advance includes a Variable Advance, receipt by Lender of Interest Rate Cap Documents in accordance with the Cap Security Agreement, effective as of the Initial Closing Date; (e) certified copiesDelivery to the Title Company, dated as of a recent datefor filing and/or recording in all applicable jurisdictions, of financing statement searchesall applicable Loan Documents required by Lender, including duly executed and delivered original copies of the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance reasonably satisfactory to Lender and in form proper for recordation, as Bank may request, accompanied by written evidence (including any UCC termination statements) that be necessary in the opinion of Lender to perfect the Liens indicated created by the applicable Security Instruments and any other Loan Documents creating a Lien in any such financing statements either constitute Permitted Liens or have been orfavor of Lender, and the payment of all taxes, fees and other charges payable in connection with the initial Advancesuch execution, will be terminated or releaseddelivery, recording and filing; (f) Receipt by Lender of any required subordination, non-disturbance and attornment agreements and/or estoppel certificates with respect to any commercial leases affecting the Perfection Certificate of Borrower, together with the duly executed original signature theretoInitial Mortgaged Property; (g) If the Initial Advance is a copy Variable Advance, receipt by Lender of Borrower’s Investors’ Rights Agreement and any amendments theretothe first installment of Variable Facility Fee; (h) evidence satisfactory Receipt by Lender of the Initial Origination Fee pursuant to Bank that Section 10.02(a) and the insurance policies and endorsements required by Initial Due Diligence Fee pursuant to Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;10.03(a); and (i) the completion Delivery by Lender to Borrower of the confirmed Rate Form for the Initial Audit with results satisfactory Advance pursuant to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.01(c).

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Borrower shall have delivered duly executed original signatures to the Initial WarrantControl Agreements; (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (g) Borrower shall have delivered a copy of landlord’s consent executed by Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements landlord in favor of Bank; (h) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof; and (j) Bank shall have received and approved an audit of Borrower’s Collateral.

Conditions Precedent to Initial Advance. BankLender’s obligation agreement to make the initial Initial Advance is subject to to, among other things, the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, including satisfactory completion of all necessary due diligence on the Borrower, its business and the Collateral, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation, the following, each, as applicable, duly executed and delivered to Lender: (a) duly executed original signatures to the Loan Documentsthis Agreement (including all schedules and exhibits hereto); (b) duly executed original signatures to a Note representing the Initial WarrantAdvance; (c) the Operating Documents and long-form good standing certificates an Officer’s Certificate of Borrower certifying to the following: (i) incumbency; (ii) Organizational Documents; and its Subsidiaries certified by the Secretary of State (or equivalent agencyiii) borrowing resolutions of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures a Good Standing Certificate from the State of Delaware (and an equivalent certificate from each jurisdiction where Borrower is authorized to the completed Borrowing Resolutions for Borrowerdo business); (ei) certified copiesAccount Control Agreements covering each of the Collections Account and the Operating Accounts (and any other Secured Bank Account) evidencing, dated that Lender has “control” (as such term is defined in the Code) of a recent date, or an otherwise perfected lien on each of financing statement searches, as the Collections Account and the Operating Accounts (and any other Secured Bank may request, accompanied by written evidence Account) and (including ii) any UCC termination statementsadditional bank or account documentation necessary and sufficient to provide Lender (or an agent thereof) that with access to and rights in each of the Liens indicated Collections Account and the Operating Accounts (and any other Secured Bank Account) in any such financing statements either constitute Permitted Liens or have been or, in connection accordance with the initial Advance, will be terminated or releasedterms hereof and any corresponding Account Control Agreement; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto[reserved;] (g) a copy of Borrower’s Investors’ Rights Agreement the Patent, Trademark and any amendments theretoCopyright Security Agreement; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankWarrant; (i) a Subordination Agreement, in form and substance reasonably satisfactory to Lender, among Agility Capital II, LLC, Lender and Borrower; (j) a current Monthly Reporting Package; (k) Code lien, judgment, bankruptcy and tax lien searches of Borrower, reasonably satisfactory to Lender and its counsel; (l) the completion of insurance certificates, endorsements and related information required under Section 6.4 hereof; (m) Lockbox Agreement, provided that the Lockbox is not already covered by the Account Control Agreement governing the Collections Account; (n) a payoff letter from Pacific Western Bank and evidence reasonably acceptable to Lender that, substantially simultaneous with the Initial Audit with results satisfactory Advance, Pacific Western Bank shall be paid in full and all agreements evidencing the Indebtedness owing by Borrower to Pacific Western Bank in its sole shall be terminated and absolute discretionall Liens thereunder released; and (jo) payment such other agreements, including, but not limited to any subordination agreements, documents, and completion of such other matters, including but not limited to the fees payoff of any prior existing Indebtedness and Bank Expenses then due corresponding releases, and/or additional information (which may include items delivered to Lender in connection with any Escrow Agreement and the transactions contemplated thereunder), as specified in Section 2.4 hereofLender may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make fund the initial Advance is subject to the condition precedent that Bank shall have receivedfulfillment, to the satisfaction of Lender in form and substance satisfactory to Bankits sole discretion, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationeach of the following conditions: (a) duly executed original signatures The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the funding, as though made on and as of such date (except to the Loan Documentsextent that such representations and warranties relate solely to an earlier date); (b) duly executed original signatures to No Event of Default shall have occurred and be continuing on the Initial Warrantdate of the funding nor shall such an Event of Default immediately result from the making of the funding; (c) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Operating making of such funding shall have been issued and remain in force by any governmental authority against Borrower, Guarantor or Lender or any of their Affiliates; (d) Lender shall have received each of the Loan Documents, duly executed, and each such document shall be in full force and effect; (e) Borrower shall have provided evidence satisfactory to Lender that its lien in the Collateral is a lien of first-priority; (f) Borrower shall have delivered to Lender or its Custodian, if Lender so directs Borrower, each Note File; (g) Lender shall have received a certificate from the manager or members of Borrower, and from the board of directors of Guarantor, as required, attesting to the resolutions of Borrower’s members and managers or Guarantor’s board of directord authorizing its execution and delivery of all of the documents and of this Agreement and the other Loan Documents to which Borrower or such Guarantor is a party and long-form good standing certificates authorizing specific officers, managers or members, as applicable, of Borrower or Guarantor to execute same; (h) Lender shall have received copies of Borrower’s, and Guarantor’s, formation documents and any operating agreements, member or managers agreements, as applicable, as amended, modified, or supplemented to the Closing Date, certified as being true, correct and complete by the authorized officers, members or managers, as applicable, of Borrower and its Subsidiaries certified Guarantor; (i) Lender shall have received a certificate of limited liablity company status or corporate status, as applicable, with respect to Borrower and Guarantor by the Secretary of State (or equivalent agency) of Borrower’s and its state of formation, which certificate shall indicate that such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction entity is in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Dategood standing; (dj) duly executed original signatures Borrower shall have confirmed to Lender that each property encumbered by a Note Mortgage and securing an Eligible Note is insured by a policy of casualty insurance meeting the completed Borrowing Resolutions for Borrowerrequirements of Section 6.12 hereof; (ek) certified copies, dated as Lender shall have received the copies of a recent date, the policies of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrowerinsurance, together with the duly executed original signature endorsements thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements , as are required by Section 6.7 hereof are in full force 6.12 hereof, the form and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor substance of Bank; (i) the completion of the Initial Audit with results which shall be satisfactory to Bank Lender in its sole and absolute discretion; (l) Payment of Lender’s fees and reimbursable costs and expenses due under this Agreement through the date of initial Advance, including without limitation, all legal expenses, filing and recording fees, incurred through the date of the closing of this Agreement, shall have been made to Lender; (m) Evidence Borrower is licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary, shall have been made to Lender; (n) A Customer Identification Information Form and such other forms and verification as Lender may need to comply with the U.S.A. Patriot Act and other applicable laws and regulations; (o) No material adverse change shall have occurred relative to Borrower, Borrower’s business activities, operations and projections, the Collateral, or the liens, security interest, or rights of Lender; (p) Borrower shall have provided an appraisal for each property encumbered by a Note Mortgage; and (jq) payment of the fees and Bank Expenses then due Such other documents as specified Lender in Section 2.4 hereofits reasonable discretion may require.

Conditions Precedent to Initial Advance. Bank’s The obligation of the --------------------------------------- Lenders to undertake the Commitment and to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent or the Lenders, as appropriate, shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, the Administrative Agent and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lenders: (ai) duly executed original signatures the loan certificate of the Borrower, including a certificate of incumbency with respect to the Loan Documents; signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of Exhibit D attached hereto, together with the following attachments: (bA) duly executed original signatures to a copy of the Initial Warrant; certificate or articles of incorporation of the Borrower, certified by the Delaware Secretary of State and a copy of the by-laws of the Borrower certified by an Authorized Signatory of the Borrower, (cB) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified for the Borrower, issued by the Secretary of State (or equivalent agency) for the States of Borrower’s Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction all other jurisdictions in which the Borrower is required to qualify to do business as a result of the character of its properties or the nature of its business, and (C) a copy of the corporate resolutions of the Borrower authorizing the borrowing hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents in accordance with their respective terms and of any other documents contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (ii) duly executed Notes; (iii) opinion of Xxxxx Xxxxxxx, Esq. (in-house counsel) to the Borrower and its Subsidiaries addressed to each Subsidiary is qualified to conduct businessLender and the Administrative Agent, each substantially in the form of Exhibit E hereto; --------- (iv) duly executed Request for Revolving Credit Advance for the initial Advance of the Loans; and (v) all such other documents as the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) All of a date no earlier than thirty (30) days prior the representations and warranties of the Borrower under this Agreement shall be true and correct, both before and after giving effect to the Effective Date;application of the proceeds of the initial Advance. (c) Between December 31, 1996, and the date of the initial Advance hereunder, there has occurred no event which could reasonably be expected to have a Materially Adverse Effect. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Simultaneously with the initial Advance, all obligations of the Borrower under the Existing Credit Agreement will be terminated or released; (f) paid in full, whereupon the Perfection Certificate of BorrowerExisting Credit Agreement shall terminate, together with and the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement Borrower shall have no further obligations and any amendments thereto; (h) evidence satisfactory to Bank liabilities thereunder except those that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofexpressly survive termination thereof.

Conditions Precedent to Initial Advance. BankThe Lender’s obligation to make obligations under this Agreement shall not become effective until the initial Advance is subject to Lender has received the condition precedent that Bank shall have receivedfollowing, each in full force and effect and in form and substance satisfactory to Bankthe Lender, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationacting reasonably: (a) duly executed original signatures to a certificate of the Loan DocumentsBorrower containing the financial statements of the Obligors as contemplated in Section 7.3(b) and the information contemplated in Section 7.3(c), showing compliance with the financial covenants contained in Section 7.1, in each case for the Borrower’s fiscal period ended 31 December 2004; (b) duly executed original signatures to copies of the Initial WarrantSecurity, duly registered; (c) share certificates representing the Operating Documents Pledged Shares, and long-form good standing certificates executed stock powers 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 Borrower and each Subsidiary is qualified attorney relating to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datethose Shares; (d) duly executed original signatures to certificates of insurance or other evidence that the completed Borrowing Resolutions for Borrowercovenants and conditions of the Credit Documents concerning insurance coverage are being complied with; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or releasedFee Agreement; (f) full payment of all fees, expenses and other amounts owing to the Perfection Certificate Lender, including fees and disbursements of the Lender’s legal counsel incurred up to and including the date of this Agreement, and without limiting the Borrower’s responsibility for all legal costs incurred before or after that date, together with and including any amounts owing to the duly executed original signature theretoLender’s other advisors; (g) a copy evidence that the delivery of Borrower’s Investors’ Rights Agreement and any amendments theretoCredit Documents will not contravene laws governing financial assistance or other similar laws which affect the Credit Documents; (h) evidence satisfactory for each Obligor, a certificate to Bank that which shall be attached copies of its Constating Documents, a certificate of incumbency and certified copies of the insurance policies corporate proceedings taken to authorize it to execute, deliver and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankperform its obligations under the Credit Documents; (i) releases, discharges and postponements (in registrable form where appropriate) covering all Encumbrances affecting the completion collateral Encumbered by the Security which are not Permitted Encumbrances, and all statements and acknowledgments that are required by the Lender acting reasonably in respect of other Encumbrances affecting the Property of the Initial Audit Obligors to confirm that each of those Encumbrances is a Permitted Encumbrance; (j) consents, if any, that are required from the directors or shareholders of the Obligors in connection with results satisfactory the Pledges of the Pledged Shares and in connection with any disposition of the Shares pursuant to Bank in its sole the Security; (k) a certificate of the Borrower containing complete copies of the Marigold Agreements; (l) the opinion of counsel to the Obligors (including opinion(s) of any local counsel), addressed to the Lender and absolute discretionto Bxxxxx Xxxxxx Gxxxxxx LLP; (m) the opinion of Bxxxxx Xxxxxx Gervais LLP and any other counsel to the Lender, addressed to the Lender; and (jn) payment such other documents as the Lender may reasonably require. The Lender’s obligations under this Agreement are also subject to the following conditions being satisfied: (o) technical and environmental due diligence reviews of the fees operations of the Obligors conducted by the Lender’s mining engineers and Bank Expenses then due as specified in Section 2.4 hereofconsultants, and satisfaction with the results of such reviews; (p) the Lender being satisfied that there has not occurred or does not exist a circumstance or event which would or does have a material adverse effect on the financial condition, assets, properties or prospects of the Obligors.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitment and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Agent or the Lenders, as appropriate, shall have receivedreceived each of the following, in form and substance satisfactory to Bank, the Agent and the Lenders: (i) This duly executed Agreement; (ii) A duly executed Tranche A Loan Note to the order of each Lender requesting same in the amount of such documentsLender’s pro-rata share (based on its Tranche A Commitment Ratio) of the Tranche A Loan Commitment, and completion a duly executed Tranche B Loan Note to the order of each Lender requesting same in the amount of such Lender’s pro-rata share (based on its Tranche B Commitment Ratio) of the Tranche B Loan Commitment; (iii) A duly executed Revolving Loan Note to the order of each Lender requesting same in the amount of such Lender’s pro-rata share of the Revolving Loan Commitment and a duly executed Swing Loan Note payable to the order of the Swing Bank; (iv) The Security Agreement duly executed by the Borrower; (v) The Trademark Security Agreement, duly executed by the Borrower; (vi) The Parent Pledge Agreement duly executed by Holdings and Intermediate; (vii) The Parent Guaranty duly executed by Holdings and Intermediate; (viii) The duly executed Blocked Account Agreements; (ix) Mortgages (fee or leasehold, as applicable) with respect to all Owned Properties and all Leased Properties identified on Schedule 3.1(ix) other than the Post-Closing Leased Properties; (x) A title insurance commitment (the “Title Insurance Commitment”) with respect to each Owned Property issued by the Title Company (or another title company acceptable to Agent) in such form and amount as is acceptable to Agent insuring that each such Mortgage is a valid first priority Lien on the Borrower’s interest in such Owned Property subject only to Permitted Exceptions and containing such endorsements and affirmative insurance as Agent may reasonably require and which are obtainable at commercially reasonable rates in the applicable jurisdiction, and true copies of each document, instrument or certificate required by the terms of each such policy and/or Mortgage to be filed, recorded, executed or delivered in connection therewith; (xi) A Borrower’s affidavit with respect to each property for which a Mortgage is delivered hereunder and such other documents and certificates as Agent shall reasonably require, in each case in form and substance satisfactory to the Title Company, as applicable, and the Agent; (xii) A duly executed environmental indemnity agreement in form and substance satisfactory to the Agent; (xiii) Title search reports with respect to each Leased Property identified on Schedule 3.1(ix), other than the Post-Closing Leased Properties, issued by the Title Company (or other title company acceptable to Agent) showing only Permitted Exceptions; (xiv) Duly executed UCC-1 Financing Statements under the applicable Uniform Commercial Code, or other filings under applicable law, to be filed in connection with each Mortgage in form and substance satisfactory to the Agent to perfect the Lien created by the Mortgage; (xv) An environmental Phase I report with respect to each Owned Property dated not earlier than twelve (12) months prior to the Agreement Date, satisfactory in all respects to the Agent from an independent firm acceptable to the Agent, (xvi) A report of ENVIRON International Corp. with respect to all Leased Properties located in California regarding its review of regulatory environmental site data bases; (xvii) Landlord Consents in form and substance satisfactory to the Agent from the Landlords of at least twelve (12) of the Leased Properties identified in Columns C and D of Part 1 of Schedule 3.1(ix); (xviii) Evidence that notice of the Mortgages has been delivered to the Landlords of the Leased Properties identified in Column A of Part I and Part II of Schedule 3.1(ix); (xix) The legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Borrower, in form and substance satisfactory to the Agent; (xx) A copy of the legal opinion of Parker, Poe, Xxxxx & Xxxxxxxxx, LLP, counsel to Advantica and the Seller, or other counsel of Advantica and the Seller, and a reliance letter with respect thereto in favor of the Agent in form and substance satisfactory to the Agent; (xxi) Legal opinions of local counsel to the Borrower in California, Arizona, Nevada and Texas, in form and substance satisfactory to the Agent; (xxii) Any legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx or other counsel to American Securities delivered in connection with the Purchase Agreement, and a reliance letter with respect thereto in favor of the Agent, in form and substance reasonably satisfactory to the Agent; (xxiii) The duly executed Request for Advance for the initial Advance of the Loans which initial Advance shall not exceed $80,000,000 and a duly executed Request for Issuance of Letter of Credit; (xxiv) A duly executed Borrowing Base Certificate dated as of November 24, 1999; (xxv) A loan certificate signed by an Authorized Signatory of the Borrower in substantially the form of Exhibit R attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of the Borrower certified to be true, complete and correct by the Secretary of State for the State of Delaware, (B) a true, complete and correct copy of the By-Laws of the Borrower, (C) a true, complete and correct copy of the resolutions of the Borrower, authorizing the borrowing hereunder and the execution, delivery and performance by the Borrower of the Loan Documents, and (D) certificates of good standing from California, Nevada, Texas and Arizona; (xxvi) A loan certificate signed by an Authorized Signatory of each of Holdings and Intermediate in substantially the form of Exhibit S attached hereto, including a certificate of incumbency with respect to each Authorized Signatory of each of Holdings and Intermediate, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of each of Holdings and Intermediate certified to be true, complete and correct by the Secretary of State for the State of Delaware, (B) a true, complete and correct copy of the By-Laws of each of Holdings and Intermediate, (C) true, complete and correct copy of the resolutions of each of Holdings and Intermediate, authorizing the execution, delivery and performance by each of Holdings and Intermediate of the Loan Documents to which they are a party, and (D) certificates of good standing from Delaware; (xxvii) A Solvency Certificate executed by an Authorized Signatory of the Borrower regarding the solvency and financial condition of the Borrower, in form and substance satisfactory to the Agent; (xxviii) A copy of the executed Purchase Agreement, together with all exhibits and schedules thereto, accompanied by the certificate of a senior officer of the Borrower as to the consummation of the Acquisition and certain other matters; (xxix) A copy of the other executed Purchase Documents relating to the Acquisition; (xxx) Projected financial statements for EPL for (A) the 2000 fiscal year on a month by month basis, as Bank may (B) the 2001, 2002 fiscal years on a quarterly basis, and (C) for the 2003 and 2004 fiscal years on an annual basis; (xxxi) Copies of certificates of insurance and the related insurance policies with respect to the Borrower and meeting the requirements of Section 5.5 hereof; (xxxii) Copies of any pay-off letters, termination statements, canceled mortgages and the like reasonably deem necessary required by the Agent in connection with the removal of any Liens (other than Permitted Liens) against the assets of EPL; (xxxiii) Lien search results satisfactory to the Agent with respect to Holdings, Intermediate and EPL from all appropriate jurisdictions and filing offices; (xxxiv) Copies of the forms of Franchise Agreements; (xxxv) No change in the business, assets, management, operations, financial condition or appropriateprospects of EPL shall have occurred since July 28, 1999, which change, in the reasonable judgment of the Agent and the Lenders, will have a Material Adverse Effect; (xxxvi) Payment of all fees and expenses payable to the Agent, the affiliates of the Agent, and the Lenders for which invoices have been delivered to the Borrower in connection with the execution and delivery of this Agreement, including, without limitation:, reasonable fees and expenses of counsel to the Agent; and (axxxvii) duly executed original signatures to All such other documents as the Loan Documents;Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Agent and the Lenders shall have received evidence reasonably satisfactory to the Initial WarrantAgent and the Lenders that, on the Agreement Date, American Securities shall have made a capital contribution to Holdings and Intermediate in an aggregate amount of at least $38,000,000 and management of EPL shall have made a capital contribution to Holdings and Intermediate in an aggregate amount of at least $750,000; (c) The Agent and the Operating Documents Lenders shall have received evidence reasonably satisfactory to them that all Necessary Authorizations are in full force and long-form good standing certificates effect and are not subject to any pending or threatened reversal or cancellation, and that no Default or Event 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 Borrower and each Subsidiary is qualified to conduct businessDefault exists, each as of a date no earlier than thirty (30) days prior after giving effect to the Effective Date;initial Advance, hereunder, and the Agent and the Lenders shall have received a certificate of an Authorized Signatory so stating. (d) duly executed original signatures The Agent shall have received evidence that all governmental consents to the completed Borrowing Resolutions for BorrowerAcquisition have been obtained, and other evidence reasonably satisfactory to the Agent that the Acquisition will be consummated on terms satisfactory to the Agent immediately following the initial Advance of the Loans hereunder as of the Agreement Date; (e) certified copiesThe Agent shall have received evidence reasonably satisfactory to it that arrangements are in place with sources acceptable to the Agent for the outsourcing of transitional services for the Borrower, dated as of a recent dateincluding, of financing statement searchesbut not limited to, as Bank may requestaccounting, 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 orinformation management, purchasing and procurement and employee benefit, in connection with the initial Advance, will be terminated or releasedeach case for a period of not less than twelve (12) months; (f) The Agent shall have received confirmation that the Perfection Certificate of original Uniform Commercial Code financing statements signed by the Borrower, together with Intermediate or Holdings as debtor and naming the Agent as secured party have been duly filed (or are duly executed original signature theretoand ready for filing) in all appropriate jurisdictions, in such form as shall be satisfactory to the Agent; (g) a copy Based on the Borrowing Base Certificate dated as of Borrower’s Investors’ Rights November 24, 1999, after giving effect to the Advances hereunder on the Agreement Date and the issuance of any amendments theretoLetters of Credit hereunder on the Agreement Date, the Borrower shall have not less than $5,000,000 available to be borrowed hereunder; (h) The Agent shall have received evidence satisfactory to Bank it that as of November 24, 1999, EPL’s Adjusted EBITDA for the insurance policies four fiscal quarter period then ended, adjusted to eliminate the expense associated with non-recurring management incentive payments of at least $1,300,000 and endorsements required by Section 6.7 hereof are in full force and effectother non-recurring expenses, together with appropriate evidence showing lender loss payable and/or additional insured clauses is equal to or endorsements in favor of Bank;greater than $23,700,000; and (i) the completion The Agent shall have received a duly executed copy of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofContingent Equity Contribution Agreement.

Conditions Precedent to Initial Advance. BankEach Lender’s obligation to make the initial Advance a Term A Loan is subject to the condition precedent that Bank Collateral Agent shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent, such documents, and completion of such other matters, as Bank Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which Borrower is a party, in all cases in form and substance reasonably acceptable to each Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Term Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby with a Corporate Borrowing Certificate substantially in the form of Exhibit E; (c) duly executed original signatures to the Initial WarrantControl Agreements with each domestic financial institution with which Borrower maintains bank and/or securities accounts; (cd) the Operating Documents of Borrower and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation Delaware and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) the Perfection Certificate for Borrower and each Subsidiary of Borrower; (f) duly executed original signatures to the completed Borrowing Resolutions an officer’s certificate for Borrower, in a form acceptable to Collateral Agent; (eg) Collateral Agent shall have received certified copies, dated as of a recent date, of such financing statement searches, as Bank may 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 Advance, will be terminated or released; (fh) the Perfection Certificate a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower, together with the duly executed original signature thereto’s leased locations; (gi) a copy of Borrower’s any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (hj) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (k) a payoff letter from Oxford in respect of the Existing Indebtedness; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to Oxford will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Advance, be terminated; (m) evidence satisfactory to Bank Collateral Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) Collateral Agent, for the completion ratable benefit of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionLenders; and (jn) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to make the initial Advance is Advances hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions on or before April 13, 2017: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to Bankthe Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrower; (iii) The ABL/Term Intercreditor Agreement duly executed by the Borrower, the Administrative Agent, and the Term Loan Facility Administrative Agent; (iv) The Security Agreement duly executed by each Credit Party; (v) An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; (vi) A Borrowing Base Certificate duly executed by the Borrower; (vii) The legal opinions of Xxxxxx, Halter & Xxxxxxxx LLP, counsel to the Credit Parties, and Xxxxxxx Xxxxxx, counsel to the Credit Parties, in each case addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, material agreements (including, without limitation, the Term Loan Facility Credit Agreement with respect to the Term Loan Facility), and completion order and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; and attachment and perfection of security interests; (viii) The duly executed Request for Advance for the initial Advance of the Loans, if any, with disbursement instructions attached thereto; (ix) A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such other mattersPerson, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank may Products Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably deem necessary or appropriatebe expected to have a Material Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; (x) A certificate executed by the chief financial officer of the Borrower regarding the solvency and financial condition of the Credit Parties; (xi) Certificates of insurance, additional insured endorsements, and lender’s loss payable endorsements with respect to the Credit Parties, in each case, meeting the requirements of Section 6.8; (xii) UCC, Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent that there are not Liens upon the Collateral (other than Liens permitted under Section 7.2); (xiii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, fees and expenses of counsel to the Administrative Agent; (axiv) A certificate signed by an Authorized Signatory of the Borrower certifying that each of the applicable conditions set forth in Section 4.2 have been satisfied; (xv) A payoff letter, in form and substance reasonably satisfactory to the Administrative Agent, duly executed original signatures by each lender holding Indebtedness to be refinanced on the Agreement Date, together with all releases, terminations, or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (xvi) Evidence that the Borrower has obtained the Term Loan Facility in an aggregate principal amount of at least $250,000,000 on terms and conditions reasonably acceptable to the Left Lead Arranger; and (xvii) (A) certified final copies of the Term Loan Documents;Facility Credit Agreement and the other primary Term Loan Facility Documentation and (B) evidence that all of the conditions precedent to the initial borrowing under the Term Loan Facility Documentation (in each case, other than the effectiveness of this Agreement) shall be satisfied or waived substantially concurrently with the effectiveness of this Agreement. (b) duly executed original signatures The Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Restricted Subsidiaries (taken as a whole) shall have occurred since December 31, 2016, which change has had or would be reasonably expected to have a Material Adverse Effect, and the Initial Warrant;Administrative Agent shall have received a certificate of an Authorized Signatory of the Borrower so stating. (c) The Administrative Agent shall have received and be satisfied with (i) the Operating Documents financial statements (including balance sheets and long-form good standing certificates related statements of income and retained earnings and related statements of cash flows) described in Section 5.4(c), (ii) the consolidated financial statements of the Borrower and its Subsidiaries certified by for the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) most recent fiscal quarter ending at least 45 days prior to the Effective Agreement Date;, and (iii) an annual budget for the Credit Parties and their Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending December 31, 2021, prepared on an annual basis for each fiscal year (it being recognized by the Administrative Agent and the Lenders that the projections and forecasts provided by the Credit Parties should not be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). (d) duly executed original signatures to The Administrative Agent shall have received a certificate signed by an Authorized Signatory of the completed Borrowing Resolutions for Borrower; Borrower certifying (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statementsi) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses are not subject to any pending or endorsements in favor threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of Bank;the businesses and the ownership (or lease) of the Properties of the Credit Parties and (ii) that attached thereto are true, correct, and complete copies of all such Necessary Authorizations. (ie) The Administrative Agent shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws no later than five (5) Business Days prior to the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofAgreement Date.

Conditions Precedent to Initial Advance. Bank’s 's obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Borrower shall have delivered duly executed original signatures to the Initial WarrantControl Agreements; (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the States of Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Utah as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Borrower shall have delivered the Subordination Agreement duly executed by Galen Partners III, LP, Galex Xxxtners International XXX, LP and Galen Employee Fund III, LP xx xxvor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (fg) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;; and (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance to Borrower under this Agreement is subject to the condition precedent that Bank fulfillment (or waiver in accordance with Section 14.8) of each of the following conditions: (a) Lender shall have receivedreceived a certificate from an Authorized Officer of Borrower attesting to the resolutions of Borrower authorizing Borrower’s execution and delivery of this Agreement, the Note and the other Loan Documents, if any, to which Borrower is a party. (b) Lender shall have received a duly executed Note from Borrower. (c) All other documents and legal matters relating to the transactions contemplated by this Agreement shall have been delivered or executed or recorded, as applicable, and shall be in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower Lender 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;counsel. (d) duly executed original signatures to Lender shall have received satisfactory evidence of the completed Borrowing Resolutions for Borrower; entry by the Bankruptcy Court of the Interim Order, which Interim Order (ei) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or shall have been orentered upon an application or motion of Borrower satisfactory in form and substance to Lender, on such prior notice to such parties as may in connection with the initial Advance, will each case be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies Lender, (ii) shall be in form and endorsements required by Section 6.7 hereof are substance satisfactory to Lender, (iii) shall be in full force and effect, together and (iv) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the performance by Borrower of any of its respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. (e) Borrower shall have assumed the Strategic Alliance Agreement and shall have obtained an order from the Bankruptcy Court approving the assumption of, and any modifications to, the Strategic Alliance Agreement in form and substance satisfactory to Lender. (f) Prior to or concurrently with the Initial Advance, Borrower shall have paid to Lender the then unpaid balance of all accrued and unpaid fees due under and pursuant to this Agreement and the fees and expenses of counsel to the Lender as to which invoices have been issued. (g) All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among Borrower and Lender contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which Lender may have reasonably requested in connection therewith, such documents and papers where appropriate evidence showing lender loss payable and/or additional insured clauses to be certified by proper corporate, governmental or endorsements judicial authorities. (h) Borrower shall have granted Lender access to and the right to inspect all reports, audits and other internal information of Borrower relating to environmental matters, and any third party verification of certain matters relating to compliance with Environmental Laws reasonably requested by Lender, and Lender shall be reasonably satisfied that Borrower are in favor compliance in all material respects with all applicable Environmental Laws and Environmental Permits and Borrower has made adequate provision for the costs of Bank;maintaining such compliance. (i) Lender shall have received UCC and other customary searches (including tax liens and judgments) conducted in the completion jurisdictions in which Borrower conducts business (dated as of the Initial Audit with results a date reasonably satisfactory to Bank in its sole Lender), reflecting the absence of Liens and absolute discretion; andencumbrances on the assets of Borrower other than Liens granted or permitted under the Existing Agreements, and such other Liens as may be reasonably satisfactory to Lender. (j) payment Borrower shall have furnished to Lender the Budget, in form and substance acceptable to Lender in accordance with Section 6.9 of this Agreement, and such Budget shall have been prepared in good faith based upon assumptions which Borrower believes to be reasonable assumptions. To the fees knowledge of Borrower, (i) the Budget sets forth all potential expenses of Borrower in connection with the Case and Bank Expenses then due as specified (ii) no facts exist that (individually or in Section 2.4 hereofthe aggregate) would be reasonably expected to result in any material change in the Budget.

Conditions Precedent to Initial Advance. Bank’s obligation to make The existence of the initial Advance is subject to following conditions and the condition precedent that Bank shall have receivedreceipt of the following documents and evidence by Lender on or before the Closing Date, in form and substance satisfactory to BankLender, such documentscomprise conditions precedent to the initial Advance under the Loan, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationpursuant to the terms hereof: (a) this Agreement and the Revolving Note, duly executed original signatures to the Loan Documentsby Borrower; (b) the other Loan Documents, duly executed original signatures to the Initial Warrantby Borrower, as applicable; (c) the Operating Documents and long-form good standing such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of as Lender may reasonably require evidencing Borrower’s authority to execute, deliver and such Subsidiaries’ jurisdiction perform this Agreement and to borrow the Loan from Lender hereunder and the identity, authority and capacity of organization or formation each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and each jurisdiction the other Loan Documents substantially in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Dateform set forth in Exhibit B; (d) such documents and certifications as Lender may reasonably require to evidence that Borrower is duly executed original signatures organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the completed Borrowing Resolutions for Borrowerextent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (e) certified copiesan opinion of Xxxxxx and Calder, dated Cayman Islands counsel to Borrower, and an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York counsel to Borrower, each addressed to Lender, regarding such matters concerning Borrower and the Loan Documents as of a recent date, of financing statement searches, as Bank Lender may reasonably 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 Advance, will be terminated or released; (f) a certificate signed by a Responsible Officer of Borrower substantially in the Perfection Certificate form set forth in Exhibit C, stating that: (i) the representations and warranties contained in Article 5 hereof are correct in all material respects on and as of Borrowerthe disbursement date of the initial Advance, (ii) no event has occurred and is continuing that constitutes an Event of Default, together with and (iii) the duly executed original signature theretocurrent Debt Ratings as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments theretoAny fees required to be paid by Borrower to Lender on or before the Closing Date shall have been paid; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;such other documents as Lender may reasonably request; and (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofThe Closing Date shall have occurred on or before December 9, 2014.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitment and to make the initial Advance is hereunder, and the obligation of the Issuing Bank to issue (or arrange for the issuance of) any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior or concurrent fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, such documentstogether with Uniform Commercial Code financing statements related thereto, certificates representing all of the certificated Equity Interests of the pledged Subsidiaries, and completion all other original Collateral to be delivered to the Collateral Agent pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank; (iv) The Holdings Pledge Agreement duly executed by Holdings, together with certificates representing all of the certificated Equity Interests of Zayo and transfer powers with respect thereto duly endorsed in blank; (v) A Trademark Security Agreement duly executed by each Borrower Party; (vi) The duly executed Blocked Account Agreements required by Section 6.13; (vii) The duly executed Intercreditor Agreement; (viii) The Fee Letter duly executed by the Borrowers; (ix) The legal opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel to the Borrower Parties, addressed to the Lender Group; (x) The legal opinion of Xxxxxxx XxXxxxxxx LLP, regulatory counsel to the Borrower Parties, addressed to the Lender Group; (xi) The legal opinion of Xxxxx Beer, in-house counsel to the Borrower Parties, addressed to the Lender Group; (xii) The legal opinion of Xxxxxxx Xxxxx Xxxxx Xxxxxxxx LLP, Tennessee regulatory counsel to Zayo Bandwidth Tennessee, LLC, addressed to the Lender Group; (xiii) The applicable Borrower Party shall use commercially reasonable efforts to obtain, with respect to the following locations, duly executed Collateral Access Agreements: (A) 00 Xxxxxx Xxxxxx, New York, New York, (B) 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (X) 000 Xxxxxx Xxxxxx, Newark, New Jersey, (D) Building Two at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, (E) 000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx, (F) 0000 Xxxxxxx Xxxxxx Drive, Memphis, Tennessee, and (G) all locations of any Borrower Party in Pennsylvania that are leased by any Borrower Party from PPL Electric Utilities Corporation; (xiv) With respect to each Borrower Party and Holdings, a loan certificate signed by the secretary or assistant secretary of such other mattersPerson (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as Bank may reasonably deem necessary appropriate, of such Person), in form and substance satisfactory to the Administrative Agent, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the Certificate of Incorporation or appropriateFormation of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and, with respect to Borrowers, authorizing the borrowings hereunder, (D) certificates of good standing from such Person’s jurisdiction of formation and each other jurisdiction in which such Person does business, (E) copies of all employment contracts for key management level employees, if any, and (F) copies of all shareholders or share purchase agreements relating to the Equity Interests of such Person; (xv) Certificates of insurance and loss payable endorsements with respect to the insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xvi) Pay-off and/or release letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation:, all tax liens, against the assets of the Borrower Parties, the repayment of Funded Debt or the release of a Borrower Party from a Guaranty; (axvii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xviii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xix) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement that are invoiced on or prior to the date hereof, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xx) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of the Borrower Parties, after giving effect to the transactions contemplated herein including the initial Advance and, if any, the issuance of the initial Letter of Credit hereunder; (xxi) A duly executed original signatures Request for Advance for the initial Advance of the Loans; (xxii) A flow of funds report duly executed by the Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date; (xxiii) Evidence that all applicable stamp tax or other tax related to the Loan Documents;Documents have been paid; and (xxiv) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures to The Lender Group shall have received a certificate of an Authorized Signatory of the Initial Warrant;Administrative Borrower stating that since September 30, 2009, no Materially Adverse Effect shall have occurred and be continuing. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations (including all PUC’s) are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together that no other consents or approvals are required and that no Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (e) The Administrative Agent shall have completed such other business and legal due diligence with appropriate respect to the Borrowers and the results thereof shall be acceptable to the Administrative Agent, in its sole discretion. (f) The Senior Note Indebtedness shall have been issued, the proceeds of the Senior Note Indebtedness shall have been received by the Borrowers and Agent shall have received a fully executed copy of the Indenture and each other Senior Note Document executed in connection therewith, accompanied by a certificate from an Authorized Signatory of the Administrative Borrower certifying that (i) each Senior Note Document is true and correct, (ii) each Senior Note Document is in full force and effect and (iii) all of the conditions to the closing of the transaction contemplated by the Senior Note Documents have been satisfied or waived. (g) The Lender Group shall have received a certificate from an Authorized Signatory of the Administrative Borrower, in form and substance satisfactory to the Administrative Agent, demonstrating that the Borrowers and their Subsidiaries have Annualized EBITDA, as of December 31, 2009, of at least $70,000,000. (h) The Lender Group shall have received evidence showing lender loss payable and/or additional insured clauses or endorsements that the Required PUC Consent Applications set forth in favor of Bank;Schedule 4.1(h) have been filed by the applicable Borrower Parties with the respective PUC. (i) the completion of the Initial Audit with results The Lender Group shall have received evidence satisfactory to Bank them that each Borrower Party is in its sole and absolute discretion; and (j) payment of compliance with the fees and Bank Expenses then due as specified in Section 2.4 hereofUSA Patriot Act.

Conditions Precedent to Initial Advance. As a condition precedent to Bank’s 's obligation to make the initial Advance, Borrowers shall, at their expense, deliver the following items to Bank, each of which must be satisfactory to Bank in both form and content (the documents referred to in Paragraphs (a) through (c) below are, together with this Credit Agreement and the documents referred to in paragraphs (a) and (b) of Section 10, sometimes referred to hereinafter as the "Credit Documents"): (a) The Note duly executed by both Borrowers. (b) Twelve Guaranty Agreements, each duly executed by a different Guarantor. (c) A Pledge and Security Agreement (the "Security Agreement") duly executed by Individual Borrower, together with (i) financing statements (form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in Bank's opinion, desirable to perfect the security interest created by the Security Agreement; (ii) certified copies of requests for information or copies (form UCC-11) or equivalent reports listing the financing statements referred to in (i) above and no other financing statements covering the Pledged Collateral; (iii) original stock certificates for the Pledged Collateral accompanied by the stock powers required by the Security Agreement; and (iv) whatever consents, approvals, agreements and waivers Bank considers necessary or prudent so that the pledge of and security interest in the Pledged Collateral (including any Post-Merger Shares) to and in favor of Bank and Bank's exercise of its remedies with respect thereto under the Security Agreement will not violate any agreement or law or be otherwise impaired or impeded. (d) Evidence of the completion of all recordings, filings and deliveries as may be necessary, or, in the opinion of Bank, desirable, to perfect the security interests and liens created by the Security Agreement. EXHIBIT 10.4(C) (e) Whatever certificates, resolutions and other evidence Bank may require regarding the organization and existence of Entity Borrower and each Guarantor and regarding the authority and power of each to enter into and perform the Credit Documents and other related documents to which it is a party or signatory. (f) Current financial statements and income verifications for each Borrower and each Guarantor. (g) A favorable opinion of Axxxxx & Zxxxx, P.A., counsel for each Borrower and each Guarantor, covering such matters as Bank may request. (h) Such other approvals, consents, certificates, opinions and documents as Bank may request. In addition, Bank's obligation to make the initial Advance is subject to the condition precedent that Bank shall have receivedconditioned upon its being satisfied, in form and substance satisfactory to Bankits discretion, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to with the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 reports it receives regarding each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as Guarantor from whatever banks or other creditors it makes inquiries of a date no earlier than thirty (30) days prior and fulfillment of any additional conditions precedent set forth in any commitment letter relating to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as line of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofcredit contemplated hereby.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Other than accounts described in Section 6.8(a)(i), Borrower shall have delivered duly executed original signatures to the Initial WarrantControl Agreement(s); (c) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (of the applicable state of incorporation or equivalent agency) organization of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) Borrower shall have delivered the Subordination Agreement duly executed by any holder of Subordinated Debt as required by Bank, in favor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 AdvanceCredit Extension, will be terminated or released; (fg) Borrower shall have delivered the Perfection Certificate Certificate(s) executed by Borrower; (h) Borrower shall have delivered a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (i) Borrower shall have delivered a legal opinion of Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signature signatures thereto; (gj) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (ik) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jl) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The effectiveness of this Agreement and the obligation of the Lenders to undertake the Revolving Loan Commitment and the Term Loan B Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank prior or contemporaneous fulfillment of each of the following conditions: (a) The Administrative Agent and the Lenders shall have receivedreceived each of the following: (i) this Agreement duly executed by the Borrower and a Lender Addendum executed and delivered by each Lender and accepted by the Borrower; (ii) duly executed Parent Guaranty; (iii) duly executed Subsidiary Guaranty for each Domestic Subsidiary of the Borrower; (iv) duly executed Parent Security Agreement; (v) duly executed Parent Pledge Agreement, together with stock certificates and undated stock powers; (vi) duly executed Borrower Security Agreement; (vii) duly executed Borrower Pledge Agreement, together with stock certificates and undated stock powers; (viii) duly executed Trademark Security Agreement, together with any documentation relating thereto; (ix) duly executed Subsidiary Security Agreement from each Domestic Subsidiary of the Borrower; (x) duly executed Consents to Assignments in substantially the form attached hereto as Exhibit R assigning to the Administrative Agent for itself and on behalf of the Lenders the CBT Contracts and the Xxxxx Contract; (xi) the loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit S, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate or Articles of Formation and Operating Agreement of the Borrower as in effect on the Agreement Date, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the state of formation of the Borrower and for each state in which the Borrower is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents to which the Borrower is a party, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the Ownership Interests of the Borrower; (xii) the loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as Exhibit T, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Certificate or Articles of Formation and Operating Agreement of the Parent as in effect on the Agreement Date, (B) certificates of good standing for the Parent issued by the Secretary of State or similar state official for the state of formation of the Parent and for each state in which the Parent is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Parent authorizing the Parent to execute, deliver and perform this Agreement and the other Loan Documents to which Parent is a party, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the Ownership Interests of the Parent; (xiii) the loan certificate of each Domestic Subsidiary of the Borrower, dated as of the Agreement Date, in substantially the form attached hereto as Exhibit U, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the articles of incorporation or certificate of formation and by-laws or operating agreement or other formation documents of such Subsidiary as in effect on the Agreement Date, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or similar state official for the state of incorporation or formation of such Subsidiary and for each state in which such Subsidiary is required to qualify to do business, (C) a true, complete and correct copy of the corporate or other organizational resolutions of such Subsidiary authorizing such Subsidiary to execute, deliver and perform the Loan Documents to which such Subsidiary is a party, and (D) a true, complete and correct copy of any shareholders' or members' agreements or voting trust agreements in effect with respect to the Ownership Interests of such Subsidiary; (xiv) legal opinion of Xxxxxx & Xxxxxxx, counsel to the Parent, the Borrower and CBD Finance, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date in form and substance reasonably satisfactory to Bankthe Administrative Agent and the Lenders; (xv) copies of insurance binders or certificates covering the assets of the Borrower and its Subsidiaries and otherwise meeting the requirements of this Agreement; (xvi) duly executed Certificate of Financial Condition for the Parent, such documentsthe Borrower and its Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower, and completion of such other mattersinformation pertaining to the capital and corporate structure of the Parent, the Borrower or any of its Subsidiaries as Bank may the Administrative Agent or the Lenders shall reasonably deem necessary or appropriaterequest; (xvii) recent lien and judgment search results in each relevant jurisdiction reasonably satisfactory to the Administrative Agent and the Lenders with respect to the Parent, the Borrower and its Subsidiaries; (xviii) delivery to the Administrative Agent of all possessory collateral, including, without limitation:, any pledged notes or pledged stock; and (axix) duly executed original signatures to Performance Certificate for the Loan Documents;Parent, the Borrower and its Subsidiaries. (b) duly executed original signatures The Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct businessthem that all Necessary Authorizations, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 necessary or, in the discretion of the Administrative Agent, advisable in connection with the initial AdvanceTransactions, will be terminated the financing contemplated hereby and the continuing operations of the Borrower and its subsidiaries have been obtained or released; (f) the Perfection Certificate of Borrowermade, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effecteffect and, together with appropriate all applicable waiting periods shall have expired without any action being taken or, to the knowledge of the Borrower, threatened by any competent authority which would reasonably be expected to restrain, prevent, or otherwise impose materially adverse conditions on the Transactions or the financing thereof. (c) The Borrower shall certify to the Administrative Agent and the Lenders that each of the representations and warranties in Article 4 hereof are true and correct in all material respects as of the date hereof, that no Default or Event of Default then exists or is continuing and that no material adverse change has occurred in the financial condition, business operations, prospects or properties of the Parent, the Borrower and its Subsidiaries, on a consolidated basis, since the most recent fiscal year end and fiscal quarter end. (d) The Administrative Agent and the Lenders shall have received evidence showing lender loss reasonably satisfactory to them that no event shall have occurred and no condition shall exist which has had or could reasonably be expected to have a Materially Adverse Effect since December 31, 2002. (e) There shall not exist as of the Agreement Date, any action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or in any manner relating adversely to, the Parent, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, in each case, which reasonably could be expected to have a Materially Adverse Effect. (f) The Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid on or before the Agreement Date or as set forth in separate letter agreements executed by the Borrower, and the Administrative Agent and the Lenders shall have received reimbursement of all reasonable out-of-pocket expenses payable and/or additional insured clauses by the Borrower pursuant to this Agreement. (g) The Borrower and CBD Finance shall have received gross proceeds of at least $150,000,000 in cash from the issuance of the Senior Subordinated Notes, on terms and conditions reasonably satisfactory to the Arrangers. After the consummation of the Transactions, the capital structure of each of the Parent, the Borrower and its Subsidiaries shall be satisfactory in all respects. (h) The sources and uses of funds for the Transactions shall be substantially as set forth on Schedule 8 hereto, or endorsements in favor of Bank;as otherwise reasonably satisfactory to the Lenders. (i) The Lenders shall have received copies of (i) satisfactory audited consolidated financial statements (1) of CBD for the completion fiscal year ended December 31, 2001, (2) of CBD for the period from January 1, 2002 through March 7, 2002 and (3) of the Initial Audit with results Borrower for the period from March 8, 2002 through December 31, 2002 and (ii) satisfactory to Bank in its sole and absolute discretion; andunaudited interim consolidated financial statements of the Borrower for the fiscal quarter ended on March 31, 2003. (j) payment The Lenders shall have received a reasonably satisfactory pro forma consolidated balance sheet of the fees Borrower as of the date of the most recent consolidated balance sheet delivered pursuant to paragraph (i) above, adjusted to give effect to the consummation of the Transactions and Bank Expenses then due the financings contemplated hereby as specified if such transactions had occurred on such date. (k) The Lenders shall have received financial projections (with a written outline of the applicable assumptions made in Section 2.4 hereofrespect thereof) for fiscal years 2003 through 2009. (l) The Borrower shall have received credit ratings of (i) not less than B3 from Xxxxx'x and B- from S&P in respect of the Senior Subordinated Notes, and (ii) a rating of not less than B1 from Xxxxx'x and B+ from S&P in respect of the Loans, all of which ratings shall be with a stable outlook and remain in effect on the Agreement Date. (m) The Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Agreement shall have been terminated, all amounts thereunder shall have been paid in full, and all liens in respect thereof shall have been terminated in a manner reasonably satisfactory to the Administrative Agent.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange for the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to each Lender requesting a promissory note in the amount of such Xxxxxx’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements for all of the Borrower Parties; (iv) The Reaffirmation Agreement duly executed by the Borrower Parties; (v) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Security Agreement, together with stock powers or other appropriate instruments of transfer executed in blank; (vi) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, the duly executed Blocked Account Agreements required by Section 6.14; (vii) The legal opinion of Xxxx & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (viii) The legal opinion of K&L Gates LLP, local counsel to the Borrower Parties, addressed to the Lender Group; (ix) A duly executed Borrowing Base Certificate dated as of the Agreement Date and calculated as of April 30, 2016; (x) The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; (xi) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such documentsBorrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the bylaws or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as applicable, hereunder, (D) a certificate of good standing, existence, or similar appellation from each jurisdiction in which such Borrower Party is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Borrower Party is required to be qualified to do business; provided, that if a document referenced in clause (A) or (B) was delivered in connection with the Existing Credit Agreement, then delivery of such document shall not be required so long as the applicable Borrower Party delivers an officer’s certificate certifying that no changes have been made to such document, and completion such document remains in full force and effect. (xii) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries; (xiii) Parent’s and its Subsidiaries’ financial projections, including income statement, balance sheet and statement of cash flows, prepared on a monthly basis through fiscal year 2016 and an annual basis through fiscal year 2021; (xiv) Payment of all accrued and unpaid interest, fees, costs and expenses owing to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement; (xv) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties (other than, with respect to assets that are not included in the Borrowing Base, insurance policies of the Borrower Parties covering such assets in foreign jurisdictions), in each case, meeting the requirements of Section 6.5; (xvi) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other matters, as Bank may reasonably deem necessary or appropriatethan Permitted Liens), including, without limitation:, all tax Liens, against the assets of the Borrower Parties; (axvii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xviii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xix) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xx) A certificate signed by an Authorized Signatory of the Administrative Borrower certifying that each of the applicable conditions set forth in Sections 4.2 and 4.3 have been satisfied; (xxi) That certain Master Assignment and Assumption Agreement duly executed original signatures to by each of the Loan Documents;parties thereto; and (xxii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that no change in the Initial Warrant;business, assets, management, operations or financial condition of the Borrower Parties shall have occurred since January 30, 2016, which change has had or could be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (c) The Lender Group shall have received the Operating Documents and long-form good standing certificates audited consolidated financial statements of Borrower Parent and its Subsidiaries certified by which present fairly in accordance with GAAP the Secretary financial position of State (or equivalent agency) of Borrower’s Parent and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessits Subsidiaries as at January 30, 2016, each as of a date no earlier than thirty (30) days prior in form and substance reasonably acceptable to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof (i) all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together and all applicable waiting periods have expired, and that no other consents or approvals are required and (ii) there is no ongoing investigation or inquiry by any Governmental Authority regarding (A) the Loans or any other transaction contemplated by the Loan Documents or (B) the conduct of the businesses and the ownership (or lease) of the Properties of the Borrower Parties, except, with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor respect to this clause (ii)(B), as could not reasonably be expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of Bank;an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent and the completion of Lenders shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws. (f) The Administrative Agent shall have completed such other business, financial, collateral, regulatory and legal due diligence with respect to the Initial Audit with Borrower Parties and the results satisfactory thereof shall be acceptable to Bank the Administrative Agent, in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of Lender to undertake the Line of Credit and to make the initial Advance is hereunder are subject to the condition precedent that Bank shall have receivedprior fulfillment of each of the following conditions, in form and substance satisfactory to BankLender: (a) Lender shall have received each of the following: (i) this duly executed Agreement, (ii) the duly executed Validity Guaranty, (iii) the duly executed Fee Letter, (iv) all original Collateral to be delivered to Lender pursuant to this Agreement, and transfer powers with respect thereto duly endorsed in blank, (v) the Intellectual Property Security Agreement duly executed by Borrower, (vi) the duly executed Control Agreements required by Section 6.13, (vii) the legal opinion of Xxxxxxxxx Xxxxxxx LLP, counsel to Borrower, addressed to Lender, (viii) duly executed Collateral Access Agreements as required by Lender, (ix) a loan certificate signed by the secretary or assistant secretary of Borrower, in form and substance satisfactory to Lender, including a certificate of incumbency with respect to each Responsible Officer who will be delivering Loan Documents, together with appropriate attachments which shall include the following: (A) a copy of the Articles of Incorporation of Borrower certified to be true, complete and correct by the Secretary of State of the State of Georgia, (B) a true, complete and correct copy of the bylaws of Borrower, (C) a true, complete and correct copy of the resolutions of Borrower authorizing the execution, delivery and performance by Borrower of the Loan Documents and authorizing the borrowings under the Line of Credit, (D) certificates of good standing from each jurisdiction in which Borrower does business, (E) copies of employment contracts for key management level employees of Borrower, and (F) if any, copies of all shareholders or share purchase agreements relating to the Equity Interests of Borrower, (x) a certificate of the chief financial officer of Borrower regarding the solvency and financial condition of Borrower, after giving effect to the incurrence of the initial Advance, (xi) certificates of insurance and additional insured and loss payable endorsements with respect to Borrower evidencing insurance meeting the requirements of Section 6.6, (xii) pay-off letters, termination statements, canceled mortgages and the like required by Lender in connection with the removal of any Liens (other than Permitted Liens) against the assets of Borrower, (xiii) Lien search results with respect to Borrower from all appropriate jurisdictions and filing offices, (xiv) evidence satisfactory to Lender that the Liens granted pursuant to this Agreement will be first priority perfected Liens on the Collateral, (xv) payment of all fees and expenses payable to Lender and the Affiliates of Lender in connection with the execution and delivery of the Loan Documents and the due diligence relating thereto, including all Lender Expenses and all required fees under the Fee Letter, (xvi) a flow of funds report that includes a statement of all sources and uses of funds on the Closing Date, and (xvii) all other Loan Documents to be executed and delivered on or before the date hereof, duly executed by the parties thereto; (b) Except with respect to the decrease in working capital from December 31, 2009, to December 31, 2010, as such documentsdecrease is reflected in the financial statements delivered to Lender on or prior to the Closing Date, and an additional decrease in working capital of approximately $246,462 from December 31, 2010, to March 10, 2011, Lender shall have received evidence satisfactory to it that no change in the business, assets, management, operations, condition (financial or otherwise) or prospects of Borrower shall have occurred since December 31, 2009, which change has had or could reasonably be expected to have a Material Adverse Effect, and Lender shall have received a certificate of a Responsible Officer so stating; (c) Lender shall have received evidence satisfactory to it that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal, cancellation or waiting period, and that no Default exists, after giving effect to the initial Advance hereunder, and Lender shall have received a certificate of a Responsible Officer so stating; (d) Lender shall have received confirmation that the original Uniform Commercial Code financing statements naming Borrower as debtor and naming Lender as secured party have been duly filed in all appropriate jurisdictions; (e) Lender shall have received evidence satisfactory to it that, concurrent with the Closing Date, Borrower has received a minimum of $400,000 in Net Cash Proceeds from the issuance of Shareholder Loans; (f) Lender shall have received evidence satisfactory to it that no Advances will be made on the Closing Date; (g) Lender shall have received a true, complete and correct copy of each material contract of Borrower, and Lender shall have received a certificate of a Responsible Officer with respect thereto; (h) Lender shall have received (i) current financial statements, including company prepared statements for the fiscal year of Borrower ended December 31, 2009, company prepared balance sheets, income statements, and statements of cash flow for the fiscal quarters ending March 31, 2010, June 30, 2010, September 30, 2010, and December 31, 2010 and the fiscal month ending January 31, 2011, (ii) current Accounts and Inventory reports, (iii) sales pipeline report and (iv) all other updated financial information as Lender may request; (i) a certificate executed by Borrower certifying that (i) the representations and warranties contained this Agreement and the other Loan Documents shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Closing Date, (ii) no Default shall have occurred and be continuing, or would exist after giving effect to the transactions contemplated herein and (iii) there has been no material adverse change to Borrower’s business plan; (j) all business, legal and other due diligence requested by Lender, and the results of the examination of such due diligence by Lender and its counsel, shall be in form and substance satisfactory to Lender; and (k) such other documents or certificates, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange for the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements for all of the Borrower Parties; (iv) The Reaffirmation Agreement duly executed by the Borrower Parties; (v) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Security Agreement, together with stock powers or other appropriate instruments of transfer executed in blank; (vi) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, the duly executed Blocked Account Agreements required by Section 6.14; (vii) The legal opinion of King & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (viii) The legal opinion of K&L Gates LLP, local counsel to the Borrower Parties, addressed to the Lender Group; (ix) A duly executed Borrowing Base Certificate dated as of the Agreement Date and calculated as of April 30, 2016; (x) The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; (xi) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such documentsBorrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as applicable, hereunder, (D) a certificate of good standing, existence, or similar appellation from each jurisdiction in which such Borrower Party is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Borrower Party is required to be qualified to do business; provided, that if a document referenced in clause (A) or (B) was delivered in connection with the Existing Credit Agreement, then delivery of such document shall not be required so long as the applicable Borrower Party delivers an officer’s certificate certifying that no changes have been made to such document, and completion such document remains in full force and effect. (xii) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries; (xiii) Parent’s and its Subsidiaries’ financial projections, including income statement, balance sheet and statement of cash flows, prepared on a monthly basis through fiscal year 2016 and an annual basis through fiscal year 2021; (xiv) Payment of all accrued and unpaid interest, fees, costs and expenses owing to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement; (xv) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties (other than, with respect to assets that are not included in the Borrowing Base, insurance policies of the Borrower Parties covering such assets in foreign jurisdictions), in each case, meeting the requirements of Section 6.5; (xvi) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other matters, as Bank may reasonably deem necessary or appropriatethan Permitted Liens), including, without limitation:, all tax Liens, against the assets of the Borrower Parties; (axvii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xviii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xix) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xx) A certificate signed by an Authorized Signatory of the Administrative Borrower certifying that each of the applicable conditions set forth in Sections 4.2 and 4.3 have been satisfied; (xxi) That certain Master Assignment and Assumption Agreement duly executed original signatures to by each of the Loan Documents;parties thereto; and (xxii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that no change in the Initial Warrant;business, assets, management, operations or financial condition of the Borrower Parties shall have occurred since January 30, 2016, which change has had or could be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance reasonably acceptable to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof (i) all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together and all applicable waiting periods have expired, and that no other consents or approvals are required and (ii) there is no ongoing investigation or inquiry by any Governmental Authority regarding (A) the Loans or any other transaction contemplated by the Loan Documents or (B) the conduct of the businesses and the ownership (or lease) of the Properties of the Borrower Parties, except, with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor respect to this clause (ii)(B), as could not reasonably be expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of Bank;an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent and the completion of Lenders shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws. (f) The Administrative Agent shall have completed such other business, financial, collateral, regulatory and legal due diligence with respect to the Initial Audit with Borrower Parties and the results satisfactory thereof shall be acceptable to Bank the Administrative Agent, in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) UK Borrower shall have delivered duly executed original signatures to the Initial WarrantMortgage Debenture; (c) US Borrower shall have delivered duly executed original signatures to the Control Agreements; (d) Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of US Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (de) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (ef) US Borrower shall have delivered duly executed original signatures to the IP Agreements; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall reasonably 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 Advance, will be terminated or released; (fh) US Borrower shall have delivered the Perfection Certificate executed by Borrower; (i) UK Borrower shall have delivered a Secretary’s Certificate duly executed by the Secretary of the UK Borrower; (j) US Borrower shall have delivered a landlord’s consent executed by AVM, L.P. and Liberty Property Limited Partnership in favor of Bank; (k) Borrower shall have delivered a legal opinion of Borrower, ’s counsel in the United States and in England dated as of the Effective Date together with the duly executed original signature signatures thereto; (gl) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto[Reserved]; (hm) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jn) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to make the initial Advance is Advances hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to Bankthe Lender Group: (i) This Agreement duly executed by the Borrower, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrower; (iii) The joinder to ABL/Term Intercreditor Agreement duly executed by the Administrative Agent; (iv) The Security Agreement duly executed by each Credit Party; (v) A Perfection Certificate with respect to the Credit Parties duly executed by such Credit Party; (vi) A Borrowing Base Certificate duly executed by the Borrower; (vii) The legal opinions of Xxxxxx, Halter & Xxxxxxxx LLP, counsel to the Credit Parties, and Xxxxxxx Xxxxxx, counsel to the Credit Parties, in each case addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, material agreements (including, without limitation, the Term Loan Facility Credit Agreement with respect to the Term Loan Facility), and completion order and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; and attachment and perfection of security interests; (viii) The duly executed Request for issuance of Letters of Credit for the Letters of Credit to be issued on the Closing Date; (ix) A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such other mattersPerson, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank may Products Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably deem necessary or appropriatebe expected to have a Material Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; (x) A certificate executed by the chief financial officer of the Borrower regarding the solvency and financial condition of the Credit Parties; (xi) Certificates of insurance, additional insured endorsements, and lender’s loss payable endorsements with respect to the Credit Parties, in each case, meeting the requirements of Section 6.8; (xii) UCC, Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent that there are not Liens upon the Collateral (other than Liens permitted under Section 7.2); (xiii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, fees and expenses of counsel to the Administrative Agent; (axiv) A certificate signed by an Authorized Signatory of the Borrower certifying that each of the applicable conditions set forth in Section 4.2 have been satisfied; (xv) A payoff letter, in form and substance reasonably satisfactory to the Administrative Agent, duly executed original signatures by each lender holding Indebtedness to be refinanced on the Agreement Date, together with all releases, terminations, or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (xvi) after giving effect to the Loan DocumentsTransactions, no Advances shall be outstanding; (xvii) [reserved]; (xviii) Evidence that the Borrower has obtained (or will obtain substantially concurrently with the effectiveness of this Agreement) the 2028 Notes in the aggregate principal amount of $300,000,000 on terms and reasonably acceptable to the Administrative Agent; and (xix) certified final copies of the 2028 Note Indenture and the other primary documents related thereto and evidence that all of the conditions precedent to the initial borrowing under the 2028 Notes (in each case, other than the effectiveness of this Agreement) shall be satisfied or waived substantially concurrently with the effectiveness of this Agreement. (b) duly executed original signatures The Administrative Agent shall be satisfied that no change in the business, condition (financial or otherwise), results of operations, liabilities (contingent or otherwise), or properties of the Borrower and its Restricted Subsidiaries (taken as a whole) shall have occurred since December 31, 2018, which change has had or would be reasonably expected to have a Material Adverse Effect, and the Initial Warrant;Administrative Agent shall have received a certificate of an Authorized Signatory of the Borrower so stating. (c) The Administrative Agent shall have received and be satisfied with (i) the Operating Documents financial statements (including balance sheets and long-form good standing certificates related statements of income and retained earnings and related statements of cash flows) described in Section 5.4(c), (ii) the consolidated financial statements of the Borrower and its Subsidiaries certified by for the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) most recent fiscal quarter ending at least 45 days prior to the Effective Agreement Date;, and (iii) an annual budget for the Credit Parties and their Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending December 31, 2024, prepared on an annual basis for each fiscal year (it being recognized by the Administrative Agent and the Lenders that the projections and forecasts provided by the Credit Parties should not be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). (d) duly executed original signatures to The Administrative Agent shall have received a certificate signed by an Authorized Signatory of the completed Borrowing Resolutions for Borrower; Borrower certifying (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statementsi) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses are not subject to any pending or endorsements in favor threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of Bank;the businesses and the ownership (or lease) of the Properties of the Credit Parties and (ii) that attached thereto are true, correct, and complete copies of all such Necessary Authorizations. (e) The Administrative Agent shall have received (i) all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws no later than fifteen (15) Business Days prior to the completion of Agreement Date and (ii) at least five days prior to the Initial Audit with results satisfactory Agreement Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofBorrower.

Conditions Precedent to Initial Advance. Bank’s L/C, or L/C Guaranty. The obligation of Foothill to make the initial Advance advance or to provide the initial L/C or L/C Guaranty is subject to the condition precedent that Bank fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions on or before the Closing Date: (a) the Closing Date shall occur on or before December 31, 1995; (b) Old Lender shall have receivedexecuted and delivered the Pay-Off Letter, together with UCC termination statements and other documentation evidencing the termination of its liens and security interests in and to the properties and assets of Borrower or a subordination agreement in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial WarrantFoothill in its sole discretion; (c) All applicable parties and creditors shall have executed and delivered UCC termination statements and other documentation evidencing the Operating Documents termination of its liens and long-form good standing certificates security interests in and to the properties and assets of Borrower or a subordination agreement in form and substance satisfactory to Foothill in 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datesole discretion; (d) duly executed original signatures to Foothill shall have received searches reflecting the completed Borrowing Resolutions for Borrowerfiling of its financing statements; (e) certified copiesFoothill shall have received each of the following documents, dated duly executed, and each such document shall be in full force and effect and such other documents and agreements as of a recent datemay be required or deemed necessary by Foothill, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect: i. Loan and Security Agreement with Schedule A-1 - List of Approved Medi-Claim, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;Inc. Account Debtors and Approved Written Contracts Schedule E-1 - Eligible Inventory and Locations Thereof, Schedule P-1 - Permitted Liens, Schedule 5.9 - Litigation and ii. UCC, Tax and Judgment Lien Searches on (i) the completion Medi-Mail, Inc. (ii) Family Pharmaceuticals of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; andAmerica, Inc. (iii) Medi-Claim, Inc. (iv) Medi-Phar, Inc. (v) Mednet, MPC Corporation (vi) GBK, Inc. (vii) Medical Services Agency, Inc. (viii)The Home Pharmacy (ix) ArcVentures, Inc. (jx) payment Tel-Drug, Inc. with Secretary of State of Nevada California South Carolina Pennsylvania Illinois South Carolina Maryland Local Searches in/with Cook County, Illinois Cxxxxrland County, Pennsylvania Charleston County, South Carolina iii. Assignment of Trademarks Medi-Mail, Inc. 1-800-RX Delivery 1-800-RX Discount RX for the fees 90's Medi-Claim Medi-Phar Mednet iv. Lockbox Operating Procedural Agreements and Depository Account Agreements as to Medi-Mail, Inc. in Nevada-First Interstate Bank Expenses then due of Nevada; as specified to Medi-Mail, Inc. in Section 2.4 hereof.Chicago-First Chicago Bank and Trust Company; as to Medi-Mail, Inc. in South Carolina-NationsBank; as to Medi-Claim, Inc.- Mellon Bank and Trust Company; as to Medi-Phar, Inc. in Nevada-First-Interstate Bank of Nevada; and as to Medi-Phar, Inc. in California-First Interstate Bank v. UCC Financing Statements With Respect to (i) Medi-Mail, Inc. (ii) Family Pharmaceuticals of America, Inc. (iii) Medi-Claim, Inc. (iv) Medi-Phar, Inc.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Advance is subject to satisfaction of the condition precedent that Bank following conditions precedent: (a) Lender shall have receivedreceived each of the following documents, duly executed where applicable, each dated on or prior to the Closing Date, in each case, in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationLender: (ai) duly executed original counterparts of the Margin Loan Documentation and all documents contemplated thereby, including any UCC-1 financing statement(s); (ii) a certificate of the Borrower, dated the Closing Date and executed by an authorized signatory of the Borrower’s general partner which shall (A) certify the resolutions of its general partner, members or other body authorizing the execution, delivery and performance of the Margin Loan Documentation to which it is a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of the Borrower authorized to sign the Margin Loan Documentation to which it is a party, and (C) attach the Organization Documents of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower, and, if available, a long form good standing certificate for the Borrower from its jurisdiction of organization; (iii) [Reserved]; (iv) a favorable opinion of special New York counsel to Borrower addressed to Lender and in form and substance reasonably satisfactory to it; (v) the results of a recent lien search in the jurisdiction where Borrower is located within the meaning of the UCC, and such search shall reveal no liens on any of the assets of Borrower except for liens permitted by Section 6.02 or discharged on or prior to the Loan DocumentsClosing Date pursuant to a pay-off letter or other documentation satisfactory to Lender. (vi) FRB Form U-1, the portion of which is to be completed by the Borrower shall be completed to satisfaction of Lender and duly executed by Borrower; (vii) (A) audited annual consolidated financial statements of the Borrower from December 31, 2013 and (B) unaudited interim consolidated financial statements of the Borrower for the fiscal quarter ended June 30, 2014, and such financial statements shall not, in the reasonable judgment of Lender, reflect any material adverse change in the consolidated financial condition of the Borrower as reflected in the audited financial statements referred to in clause (A) above (the “Borrower Financial Statements”); and (viii) such other certificates or documents as Lender reasonably may require. (b) duly executed original signatures to the Initial Warrant;[Reserved]. (c) The Collateral Account has been established by Borrower, and the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior Initial Underlying Equity shall have been credited to the Effective Date;Collateral Account free from all Transfer Restrictions (other than Existing Transfer Restrictions, Permitted Agreements and Trading Policies) by book-entry transfer through DTC, as depositary. (d) duly executed original signatures All documented fees required to be paid under the Margin Loan Documentation on or before the Closing Date, including counsel fees invoiced prior to the completed Borrowing Resolutions for Borrower; (e) certified copiesClosing Date, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofpaid.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Banks to undertake the Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion prior or contemporaneous fulfillment of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationeach of the following conditions: (a) The Administrative Agent and the Banks shall have received each of the following: (i) this Agreement duly executed original signatures to the Loan Documentsexecuted; (b) duly executed original signatures to the Initial Warrant; (cii) the Operating Documents loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit K, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and longcorrect copy of the Certificate of Incorporation and By-form laws of the Borrower as in effect on the Agreement Date, (B) certificates of good standing certificates of for the Borrower and its Subsidiaries certified issued by the Secretary of State (or equivalent agency) similar state official for the state of Borrower’s incorporation of the Borrower and such Subsidiaries’ jurisdiction of organization or formation and for each jurisdiction state in which the Borrower is required to qualify to do business, (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Borrower; (iii) duly executed Notes; (iv) duly executed Security Documents; (v) copies of insurance binders or certificates covering the assets of the Borrower and its Restricted Subsidiaries, and otherwise meeting the requirements of Section 5.5 hereof, together with copies of the underlying insurance policies; (vi) legal opinion of Sullivan & Worcester LLP counsel to the Borrower; addressed to each Subsidiary is qualified to conduct business, each Bank and the Administrative Agent and dated as of a date no earlier than thirty (30) days prior to the Effective Agreement Date; (dvii) duly executed original signatures to Certificate of Financial Condition for the completed Borrowing Resolutions for Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, given by the chief financial officer of the Borrower; (eviii) copies of the most recent quarterly financial statements of the Borrower and its Restricted Subsidiaries provided to each Bank and each Administrative Agent, certified copies, dated as by the chief financial officer of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or releasedBorrower; (fix) all such other documents as the Perfection Certificate of BorrowerAdministrative Agent may reasonably request, together with the duly executed original signature thereto;certified by an appropriate governmental official or an Authorized Signatory if so requested. (gb) a copy of Borrower’s Investors’ Rights Agreement The Administrative Agent and any amendments thereto; (h) the Banks shall have received evidence satisfactory to Bank them that all Necessary Authorizations, including all necessary consents to the insurance policies and endorsements required by Section 6.7 hereof closing of this Agreement, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together to the knowledge of the Borrower, threatened reversal or cancellation, and the Administrative Agent and the Banks shall have received a certificate of an Authorized Signatory so stating. (c) The Borrower shall certify to the Administrative Agent and the Banks that each of the representations and warranties in Article 4 hereof are true and correct in all material respects as of the Agreement Date and that no Default or Event of Default then exists or is continuing. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Parent or American Radio Systems has contributed not less than $25,000,000 of equity into the Borrower comprised of not less than $15,000,000 in cash (or acquisitions of property from non- Affiliates made with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements Capital Stock of American Radio Systems) and the balance in tangible assets (valued at American Radio Systems's cost for such assets). (e) The Borrower shall have paid to the Administrative Agent for the account of each Bank the facility fees set forth in those letter agreements dated the Agreement Date in favor of each Bank;. (if) the completion of the Initial Audit with results The Administrative Agent shall have received evidence reasonably satisfactory to Bank it that no real property owned by the Borrower is located in its sole and absolute discretion; and (j) payment of a Federal or state designated flood zone or, to the fees and Bank Expenses then due as specified extent that any such real property is located in Section 2.4 hereofa Federal or state designated flood zone, evidence satisfactory to it that such real property is sufficiently insured against flood related losses.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to the condition precedent that Bank shall have receivedfollowing conditions precedent: (a) Receipt by Lender of the fully executed Advance Request; (b) If the Initial Advance is a Variable Advance, receipt by Lender at least five (5) days prior to the Initial Closing Date, of the confirmation of an Interest Rate Cap commitment, in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date; (c) If the Initial Advance is a Variable Advance, receipt by Lender of Interest Rate Cap Documents in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date; (d) If the Initial Advance is a Fixed Advance, delivery of a Fixed Facility Note, duly executed by Borrower, in the amount and reflecting all of the terms of the Fixed Advance; (e) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Borrower Documents required by Lender, including duly executed and delivered original copies of the Variable Facility Note (if applicable), a Fixed Facility Note (if applicable), the Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to BankLender and in form proper for recordation, such documentsas may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Borrower Documents creating a Lien in favor of Lender, and completion the payment of such all taxes, fees and other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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, charges payable in connection with the initial Advancesuch execution, will be terminated or releaseddelivery, recording and filing; (f) If the Perfection Certificate Initial Advance is a Variable Advance, receipt by Lender of Borrower, together with the duly executed original signature theretofirst installment of Variable Facility Fee and the entire Discount payable by Borrower pursuant to Section 1.04; (g) a copy Receipt by Lender of Borrower’s Investors’ Rights Agreement the Initial Origination Fee pursuant to Section 10.03(a) and any amendments thereto;the Initial Due Diligence Fee pursuant to Section 10.04(a); and (h) evidence satisfactory to Bank that Satisfaction of the insurance policies conditions set forth in Section 2A.01 and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) 6.03A for the completion maintenance of the Initial Audit with results satisfactory to Bank in its sole Credit Enhancement Instrument and absolute discretion; and (j) payment the addition of the fees and Bank Expenses then due as specified in Section 2.4 hereofInitial Bond Property to the Collateral Pool.

Conditions Precedent to Initial Advance. Bank’s obligation The effectiveness of this Agreement, the obligations of the Lenders to undertake the Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Bank to issue (or arrange for the issuance of) any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to the Lender Group (and the delivery to the Administrative Agent of the duly executed and effective signature pages for a Lender shall be deemed conclusive evidence of such Lender’s satisfaction of the following conditions): (i) This duly executed Agreement and all other Loan Documents to be dated as of the Agreement Date; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a Revolving Loan Note, in the amount of such Lender’s Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, together with UCC financing statements related thereto, and all original Collateral (if any) to be delivered to the Administrative Agent pursuant to the Security Agreement; (iv) The duly executed Blocked Account Agreements required by Section 6.11; (v) The legal opinion of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Borrower Parties, and (ii) such other local counsel, as applicable, opinions as may be requested by the Administrative Agent; provided, however, that such opinions may be allocated between outside counsel and in-house counsel in a manner acceptable to each of the Administrative Agent and the Borrower; (vi) With respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as appropriate, of such Person), in form and substance satisfactory to Bankthe Administrative Agent, including a certificate of incumbency with respect to each Authorized Signatory of such documentsPerson, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation of such Person certified to be true, complete and correct by the Secretary of State, or the equivalent, of the jurisdiction of such Person’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and, with respect to Borrowers, authorizing the borrowings hereunder, and completion (D) certificates of good standing from such Person’s jurisdiction of formation, dated within 15 days of the Agreement Date, and each other mattersjurisdiction in which such Person does business, dated within 30 days of the Agreement Date; (vii) Parent and its Subsidiaries (a) projected financial statements for the remainder of fiscal year 2011, including its income statement, balance sheet, statement of cash flows and Availability forecast, on a quarter by quarter basis, and (b) projected financial statements, including income statement, balance sheet and statement of cash flows, for fiscal year 2012 on an annual basis; (viii) Certificates of insurance and additional insured and loss payee (as Bank may reasonably deem necessary or appropriateapplicable) endorsements with respect to the Borrower Parties and certified copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5; (ix) Pay-off and release letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens and Funded Debt not permitted as of the Agreement Date by this Agreement and, without limitation, termination of the Existing Facility; (x) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xi) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, the Co-Collateral Agents and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, fees and expenses of counsel to the Administrative Agent; (axiii) A solvency certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of the Borrower Parties, after giving effect to the transactions contemplated herein including the initial Advance and, if any, the issuance of the initial Letter of Credit hereunder; (xiv) A customary closing certificate executed by an Authorized Signatory of the Borrower Parties; (xv) A Borrowing Base Certificate dated as of the Agreement Date, reflecting the status as of May 1, 2011, which shall demonstrate, after giving effect to the transactions occurring on the Agreement Date and the making of the initial Advances and issuance of the initial Letters of Credit hereunder, Availability is equal to or greater than $50,000,000; and (xvi) A duly executed original signatures to Request for Advance for the Loan Documents;initial Advance of the Loans; and (xvii) A flow of funds report duly executed by the Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that since December 26, 2010, no Materially Adverse Effect shall have occurred, including a certificate of an Authorized Signatory of the Initial Warrant;Administrative Borrower stating that since December 26, 2010, no Materially Adverse Effect shall have occurred. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance satisfactory to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written The Lender Group shall have received 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence reasonably satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened investigation, together reversal or cancellation, that no other consents or approvals are required, that all applicable waiting period with appropriate evidence showing lender loss payable and/or additional insured clauses respect to Necessary Authorizations shall have expired, and that no Default or endorsements in favor Event of Bank;Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent shall have received confirmation that the completion of original UCC financing statements naming each Borrower Party as a debtor and naming the Initial Audit Administrative Agent as secured party have been duly filed in all appropriate jurisdictions, in such form as shall be reasonably satisfactory to the Administrative Agent. (f) The Lender Group shall have received evidence satisfactory to them that each Borrower Party is in compliance with the USA Patriot Act and the Lender Group shall have completed its diligence, with results satisfactory thereto, with respect to Bank in its sole applicable bank regulatory, “know your customer,” and absolute discretion; andanti-money laundering matters including, for the avoidance of doubt, with respect to the USA Patriot Act and OFAC. (jg) payment The Borrower Parties shall have exercised commercially reasonable efforts to deliver to the Administrative Agent a Collateral Access Agreement with respect to the Borrower Parties’ chief executive office. (h) The Borrowers shall have established a master collection deposit account with SunTrust Bank (which account shall be not used by the Borrowers, except to receive funds from the Blocked Accounts after the occurrence of a Dominion Event and under direction of the fees and Bank Expenses then due as specified in Section 2.4 hereofAdministrative Agent).

Conditions Precedent to Initial Advance. Bank’s obligation agreement to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation, subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following from each Borrower: (a) duly executed original signatures a certificate of the Secretary of Borrower with respect to articles, bylaws, incumbency and resolutions authorizing the execution and delivery of this Agreement, the Loan Documents, and all transactions related thereto, including the Warrant; (b) duly executed original signatures to the Initial Warrantan Intellectual Property Security Agreement; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified subordination agreements/intercreditor agreements by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datecertain Persons; (d) duly executed original signatures to the completed Borrowing Resolutions for BorrowerPerfection Certificates by Borrower and Guarantor; (e) certified copies, dated as a legal opinion of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence Borrower’s and Guarantor’s counsel (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 Advance, will be terminated or releasedauthority/enforceability); (f) guaranty by the Perfection Certificate of Borrower, together with the duly executed original signature theretoGuarantor; (g) a copy of Borrower’s Investors’ Rights Stock Pledge Agreement and any amendments theretoby the Guarantor; (h) evidence satisfactory Warrant to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of BankPurchase Stock; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; andSecurities Account Control Agreements; (j) Certificates of insurance evidencing compliance with Section 6.4 hereof; (k) payment of the fees and Bank Expenses then due and payable; (l) Certificate of Foreign Qualification (if applicable); (m) Certificate of Good Standing/Legal Existence; (n) the Initial Audit; (o) payoff letter from existing lienholders; (p) duly executed original signatures to the Control Agreements; (q) evidence of the release of all claims held by and the termination of any litigation brought by Jxxxxx Xxxxxxx against each Borrower, in form and substance satisfactory to Bank; and (r) such other documents, and completion of such other matters, as specified in Section 2.4 hereofBank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following (with sufficient copies for each of the Lenders), in form and substance satisfactory to Bank, such documents, the Administrative Agent and completion each of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lenders: (ai) the loan certificate of the Borrower, in substantially the form attached hereto as Exhibit N, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the certificate of incorporation of the Borrower, certified to be true, complete and correct by the Secretary of State of Washington, and a true, complete and correct copy of the by-laws of the Borrower, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for each state in which the Borrower is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the appropriate authorizing resolutions of the Borrower, authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of the Borrower; (ii) duly executed original signatures Notes (to the extent requested by any Lenders); (iii) duly executed Borrower's Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank and appropriate acknowledgements by the pledged limited liability companies and pledged partnerships; (iv) duly executed Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (v) the Subsidiary Guaranty; (vi) the Subsidiary Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (vii) duly executed Subsidiary Security Agreement, executed and delivered by each Restricted Subsidiary of the Borrower, together with evidence of the filing of appropriate UCC-l financing statement forms; (viii) the Fee Letters; (ix) copies of insurance binders or certificates covering the assets of the Borrower and its Restricted Subsidiaries, and otherwise meeting the requirements of Section 5.5 hereof; (x) legal opinions of (i) Friexxxx Xxxlxx & Xeilxx XXX, general counsel to the Borrower, and (ii) Morrxxxx & Xoerxxxx LLP, FCC counsel to the Borrower and its Subsidiaries; each as counsel to the Borrower and its Subsidiaries, addressed to each Lender and the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its special counsel, and dated as of the Agreement Date; (xi) duly executed Request for Advance for the initial Advance of the Loans, which Request for Advance shall include calculations demonstrating, as of the Agreement Date after giving effect to the borrowings hereunder on the Agreement Date, the Borrower's compliance with Section 2.1 and Sections 7.8, 7.9, 7.10, and 7.11 hereof; (xii) duly executed Use of Proceeds Letter; (xiii) duly executed Certificate of Financial Condition for the Borrower and its Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower which shall include a certification that no event has occurred which could have a Materially Adverse Effect since December 31, 1999; (xiv) any required FCC consents, Necessary Authorizations (except as may be referred to in any Schedules hereto), or other required consents to the closing of this Agreement or to the execution, delivery and performance of this Agreement and the other Loan Documents; (bxv) duly executed original signatures a loan certificate from each Restricted Subsidiary of the Borrower, in substantially the form attached hereto as Exhibit N, with respect to corporations, Exhibit O, with respect to partnerships, and Exhibit P with respect to limited liability companies, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the Initial Warrant; following items: (cA) a copy of the Operating Documents certificate or articles of incorporation of such Subsidiary or certificate of formation of such Subsidiary, as applicable, certified to be true, complete and long-form good standing certificates of Borrower and its Subsidiaries certified correct by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ from the jurisdiction of organization incorporation of such Subsidiary, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or formation and similar state official for each jurisdiction state in which Borrower and each such Subsidiary is qualified incorporated or required to conduct qualify to do business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gC) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effecttrue, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; complete and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation agreement to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation, subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) duly executed original signatures to the Loan DocumentsDocuments to which each Borrower is a party; (b) duly executed original signatures to the Initial WarrantGuaranty; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Certificates for Borrowers, plus, if applicable, all exhibits thereto; (d) duly executed original signatures to the completed Borrowing Resolutions Guarantor Certificates for BorrowerGuarantors, plus, if applicable, all exhibits thereto; (e) certified copiesgood standing certificate/certificates of foreign qualification from Borrowers, dated other than EMEA and Guarantors as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that set forth more specifically on the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, closing checklist delivered to Borrowers in connection with this Agreement, dated no later than 30 days prior to the initial Advance, will be terminated or released;Effective Date. (f) the Perfection Certificate of Borrower, together with the duly Certificates executed original signature theretoby Borrowers; (g) a copy of Borrower’s Investors’ Rights Agreement legal opinion from counsel to the US Borrowers and any amendments theretoGuarantors, in a form satisfactory to Bank in all respects; (h) Reaffirmations of existing subordination agreements with holders of Subordinated Debt in form and substance satisfactory to Bank in all respects; (i) A Subordination Agreement, duly executed by Xxxxx Charter and Xxxx Xxxxxxxxx, in form and substance acceptable to Bank in all respects; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jk) payment such other documents, and completion of the fees and such other matters, as Bank Expenses then due as specified in Section 2.4 hereofmay reasonably deem necessary or appropriate.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to undertake the Commitment and to make the initial Advance under the Commitment is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent or the Lenders, as appropriate, shall have receivedreceived each of the following, in form and substance satisfactory to Bank, such documents, the Administrative Agent and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lenders: (ai) duly executed original signatures to the Loan DocumentsNotes; (bii) duly executed original signatures opinions of corporate and special FCC counsel to the Initial WarrantBorrower and the Restricted Subsidiaries, addressed to each Lender and the Administrative Agent and satisfactory to the Administrative Agent and the Lenders, dated the Agreement Date, and the Borrower hereby instructs such counsel to deliver such opinions to the Administrative Agent and the Lenders; (ciii) the Operating Documents and long-form good standing certificates loan certificate 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 substantially the form attached hereto as Exhibit E, including a certificate of incumbency with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrowerrespect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the duly executed original signature thereto; following items: (gA) a copy of the Certificate of Incorporation of the Borrower’s Investors’ Rights , certified to be true, complete and correct by the Delaware Secretary of State, (B) a true, complete and correct copy of the Bylaws of the Borrower, as in effect on the date hereof, (C) a true, complete and correct copy of the resolutions of the Borrower authorizing the execution, delivery and performance of this Agreement and any the other Loan Documents to which the Borrower is party, (D) certificates of good standing from appropriate jurisdictions for the Borrower, (E) a true and correct list of all Licenses granted to the Borrower and the Restricted Subsidiaries, together with all amendments thereto; (h) evidence satisfactory thereto through the date hereof and certified to Bank that the insurance policies and endorsements required by Section 6.7 hereof are be in full force and effect, (F) a true and correct list of all Pole Agreements granted to the Borrower and the Restricted Subsidiaries, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements all amendments thereto through the date hereof and certified to be in favor of Bankfull force and effect; (iiv) a Master Assignment and Assumption Agreement among the completion Prior Lenders and the Lenders; (v) financial projections with respect to the Borrower and the Restricted Subsidiaries; (vi) a letter from New Jersey counsel to the Borrower with respect to regulatory issues; (vii) a duly executed Certificate of Financial Condition of the Initial Audit with results satisfactory Borrower; (viii) copies of insurance binders or certificates covering the assets of the Borrower and the Restricted Subsidiaries and otherwise meeting the requirements of Section 5.5 hereof; (ix) opinion of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, special counsel to Bank in its sole the Arranging Agents, addressed to the Administrative Agent and absolute discretionthe Lenders, and the Arranging Agents hereby instruct such counsel to deliver such opinion to the Administrative Agent and the Lenders; and (jx) payment all such other documents as the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lenders shall have received evidence reasonably satisfactory to the Administrative Agent and the Lenders that all Necessary Authorizations, including all necessary consents to the closing of this Agreement from the grantors of the Licenses, have been obtained or made, are in full force and effect and are not subject to any pending or threatened reversal or cancellation, and the Administrative Agent and the Lenders shall have received a certificate of an Authorized Signatory so stating. (c) The Administrative Agent and the Lenders shall have received such fees as are due and Bank Expenses then due as specified in Section 2.4 hereofpayable to them on the Agreement Date. (d) There shall not have occurred any event which could have or which has had a Materially Adverse Effect since December 31, 1997, except for any such event affecting the cable television industry generally.

Conditions Precedent to Initial Advance. Bank’s The obligation of SAFECO to make the initial Advance hereunder is subject to the condition precedent that Bank SAFECO shall have receivedreceived on or before the date of that Advance all of the following, in form and substance satisfactory to BankSAFECO: (A) The Note; (B) Guaranties, duly executed by Oak Wood Insurance Company, Ltd. and California Landscape Contractors Association Welfare Insurance Trust Fund (the "Guarantors"), in substantially the form of Exhibit D (the "Guaranties); (C) Pledge Agreement, duly executed by Oak Wood Insurance Company, Ltd. and California Landscape Contractors Association Welfare Insurance Trust Fund ("Xxxxxxx"), substantially in the form of Exhibit E (the "Pledge Agreement"); (D) Acknowledgment copies of proper Financing Statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of SAFECO, desirable to perfect the security interests created by Article III of this Agreement and the Pledge Agreement, together with evidence that all other actions necessary or desirable in SAFECO's opinion to perfect and protect such documentssecurity interests have been taken; (E) Certified copies of Requests for Information or Copies (Form UCC- I 1), or equivalent reports, listing the Financing Statements referred to in paragraph (D) above and completion all other effective financing statements that name Borrower (under its present name and any previous name) as debtor and which are filed in the jurisdictions referred to in paragraph (D), together with copies of such other matters, as Bank may reasonably deem necessary financing statements (none of which shall cover the collateral purported to be covered by Article III of this Agreement or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsPledge Agreement); (bF) duly executed original signatures Certified copies of the resolutions of the Board of Directors of each corporate Loan Party approving each Loan Document to the Initial Warrantwhich it is a party and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document; (cG) the Operating Documents and long-form good standing certificates A certificate of Borrower and its Subsidiaries certified by the Secretary or an Assistant Secretary of State (or equivalent agency) each corporate Loan Party certifying the names and specimen signatures of Borrower’s the officers of such Loan Party authorized to sign each Loan Document to which it is a party and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified the other documents to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datebe delivered by it hereunder; (dH) duly executed original signatures Certificates representing all of the issued and outstanding shares of stock of Borrower pledged to SAFECO pursuant to the completed Borrowing Resolutions Pledge Agreement, together with undated stock powers for Borrowersuch certificates executed in blank; (eI) certified copiesCurrent financial statements of Borrower, dated the Agency, and the, principals of Borrower and/or the Agency (as of a specified by SAFECO), including tax returns for the three most recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or releasedyears; (fJ) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a A copy of Borrower’s Investors’ Rights an executed Services Agreement between Borrower and any amendments thereto; (h) evidence satisfactory AIS on terms and conditions reasonably acceptable to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretionSAFECO; and (jK) payment of the fees and Bank Expenses then due Such other approvals, opinions, financial statements, references, or other documents as specified in Section 2.4 hereofSAFECO may request.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange for the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements for all of the Borrower Parties; (iv) The Reaffirmation Agreement duly executed by the Borrower Parties; (v) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Security Agreement, together with stock powers or other appropriate instruments of transfer executed in blank; (vi) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, the duly executed Blocked Account Agreements required by Section 6.14; (vii) The legal opinion of King & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (viii) The legal opinion of K&L Gates LLP, local counsel to the Borrower Parties, addressed to the Lender Group; (ix) A duly executed Borrowing Base Certificate dated as of the Agreement Date and calculated as of April 30, 2016; (x) The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; (xi) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such documentsBorrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the bylaws or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as applicable, hereunder, (D) a certificate of good standing, existence, or similar appellation from each jurisdiction in which such Borrower Party is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Borrower Party is required to be qualified to do business; provided, that if a document referenced in clause (A) or (B) was delivered in connection with the Existing Credit Agreement, then delivery of such document shall not be required so long as the applicable Borrower Party delivers an officer’s certificate certifying that no changes have been made to such document, and completion such document remains in full force and effect. (xii) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries; (xiii) Parent’s and its Subsidiaries’ financial projections, including income statement, balance sheet and statement of cash flows, prepared on a monthly basis through fiscal year 2016 and an annual basis through fiscal year 2021; (xiv) Payment of all accrued and unpaid interest, fees, costs and expenses owing to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement; (xv) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties (other than, with respect to assets that are not included in the Borrowing Base, insurance policies of the Borrower Parties covering such assets in foreign jurisdictions), in each case, meeting the requirements of Section 6.5; (xvi) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other matters, as Bank may reasonably deem necessary or appropriatethan Permitted Liens), including, without limitation:, all tax Liens, against the assets of the Borrower Parties; (axvii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xviii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xix) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xx) A certificate signed by an Authorized Signatory of the Administrative Borrower certifying that each of the applicable conditions set forth in Sections 4.2 and 4.3 have been satisfied; (xxi) That certain Master Assignment and Assumption Agreement duly executed original signatures to by each of the Loan Documents;parties thereto; and (xxii) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that no change in the Initial Warrant;business, assets, management, operations or financial condition of the Borrower Parties shall have occurred since January 30, 2016, which change has had or could be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance reasonably acceptable to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof (i) all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together and all applicable waiting periods have expired, and that no other consents or approvals are required and (ii) there is no ongoing investigation or inquiry by any Governmental Authority regarding (A) the Loans or any other transaction contemplated by the Loan Documents or (B) the conduct of the businesses and the ownership (or lease) of the Properties of the Borrower Parties, except, with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor respect to this clause (ii)(B), as could not reasonably be expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of Bank;an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent and the completion of Lenders shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and anti-money laundering laws. (f) The Administrative Agent shall have completed such other business, financial, collateral, regulatory and legal due diligence with respect to the Initial Audit with Borrower Parties and the results satisfactory thereof shall be acceptable to Bank the Administrative Agent, in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Bank to make the initial Advance is subject to the condition precedent that the Bank shall have received, in form and substance satisfactory to the Bank, the following: (1) this Agreement, the Notes and the Security Documents; (2) a certificate of the Secretary or other appropriate officer of each Borrower with respect to its organization documents, incumbency and resolutions and original powers of attorney (if relevant) authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (3) the Warrant; (4) subordination agreements (including a deed of priority and subordination with respect to certain assets of MPL located in Australia) acceptable in form and substance to the Bank with ANZ Bank and investors in the Borrowers who are parties to the Investor Loan Documents; (5) opinions of Borrowers' U.S. and Australian counsel satisfactory in form and substance to the Banks; (6) guaranties by the Guarantor(s), provided, however, the Bank agrees that the Borrowers may postpone delivery of such guaranties until the 30th day following the Closing Date as long as the Borrowers provide the Bank prior to the Closing Date reasonable assurance that such guaranties will be available within such period. (7) financing statements (Forms UCC-1), Australian Securities Commission forms, or other filings necessary to perfect the security interests and charges granted under the Security Documents; (8) insurance certificate; (9) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (10) receipt of the results of the initial accounts receivable audit, which shall be satisfactory in form and substance to the Bank; and (11) such other documents, and completion of such other matters, as the Bank may reasonably deem necessary or appropriate. (12) evidence that such Security Document required to be stamped with duty under Australian law has been lodged for stamping at the Victorian Office of State Revenue with a check for the appropriate stamp duty, unless the Bank is advised by its Australian counsel that as a matter of Australian practice such evidence may be furnished on a post-closing basis. (13) all documents and evidence of title to the property pledged by the MPL Share Mortgage and the other Security Documents including, without limitation:but not limited to, share certificates and blank signed share transfers for all the shares pledged under any Security Document together with a certified copy of the share register to establish that all certificates have been received. (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g14) a copy certificate from the Responsible Officer of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank MPL indicating that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) at the completion date of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and MPL Deed of Charge (j) payment Future Property), the value of the fees property owned by MPL in all Australian States (other than Victoria) is less than AUS $100,000 and Bank Expenses then due as specified (ii) at the date of the MPL Deed of Charge (Victoria), the value of the property owned by MPL in Section 2.4 hereofthe State of Victoria, Australia is less than $AUS 2,000,000.

Conditions Precedent to Initial Advance. Bank’s obligation The effectiveness of the obligations of the Lenders to make the initial Advance Advances under this Agreement is subject to the condition precedent that Bank fulfillment of the following conditions precedent: (a) The Administrative Agent shall have receivedreceived on or before the Closing Date the following, each dated the Closing Date, in form and substance satisfactory to Bankthe Administrative Agent and in sufficient copies for each Lender (except for the Notes): (i) Counterparts of this Agreement, such documentsduly executed by the Borrower. (ii) Notes of the Borrower, and completion duly made to the order of each Lender in the amount of such other matters, as Bank may reasonably deem necessary Lender's Commitment. (iii) A certificate of the Secretary or appropriate, including, without limitationAssistant Secretary of the Borrower certifying: (aA) duly executed original the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Loan DocumentsNotes; (bB) duly executed original signatures that attached thereto are true and correct copies of: (1) its Declaration of Trust, together with all amendments thereto, as in effect on such date; (2) the resolutions of its Board of Trustees approving this Agreement and the Notes and the other documents to be delivered by or on behalf of the Borrower hereunder; (3) all documents evidencing other necessary corporate or other similar action, if any, with respect to the Initial Warrant; (c) the Operating Documents execution, delivery and long-form good standing certificates of Borrower and its Subsidiaries certified performance by the Secretary Borrower of State this Agreement and the Notes; and (or equivalent agency4) true and correct copies of all Governmental Approvals referred to in clause (i) of Borrower’s and such Subsidiaries’ jurisdiction the definition of organization "Governmental Approval" required to be obtained or formation and each jurisdiction in which made by the Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advanceexecution, will be terminated or released;delivery and performance by the Borrower of this Agreement and the Notes. (fC) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and endorsements required by Section 6.7 hereof are in full force and effecteffect on such date. (iv) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements certifying as to: (A) the SEC Borrowing Limit of the Borrower as in favor of Bankeffect on the Closing Date; (B) the Aggregate Dividend Paying Availability of the Operating Companies as of the Closing Date being an amount not less than the Total Commitment; (C) the delivery to each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and (D) the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since December 31, 1996 except as disclosed in the Disclosure Documents. (v) A certificate of a duly authorized officer of the Borrower stating that (i) the completion representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the Initial Audit Closing Date before and after giving effect to the Advances to be made on such date and the application of the proceeds thereof, and (ii) no event has occurred and is continuing with results satisfactory respect to Bank the Borrower which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vi) Such financial, business and other information regarding the Borrower and its Principal Subsidiaries, as the Administrative Agent shall have reasonably requested. (vii) Favorable opinions of: (A) Xxxxxxx X. Xxxxxx, Esq., Assistant General Counsel of NUSCO, counsel to the Borrower, in its sole substantially the form of Exhibit 5.01A hereto and absolute discretionas to such other matters as the Administrative Agent may reasonably request; and (jB) payment Cravath, Swaine & Xxxxx, special New York counsel to the Administrative Agent, in substantially the form of Exhibit 5.01B hereto and as to such other matters as the Administrative Agent may reasonably request. (b) The Lenders shall have completed and be satisfied with the results of their due diligence investigation of the Borrower and its Principal Subsidiaries. (c) All fees and Bank Expenses other amounts payable pursuant to Section 2.02 hereof or pursuant to the Commitment Letter shall have been paid (to the extent then due and payable). (d) The Administrative Agent shall have received such other approvals, opinions and documents as specified in Section 2.4 hereofthe Majority Lenders, through the Administrative Agent, shall have reasonably requested as to the legality, validity, binding effect or enforceability of this Agreement and the Notes or the financial condition, operations, properties or prospects of the Borrower and its Principal Subsidiaries.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Revolving Loan Commitments and to make the initial Advance is hereunder, and the obligation of the Issuing Banks to issue (or arrange for the issuance of) the initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance satisfactory to Bankthe Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Revolving Loan Note to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) The Security Agreement duly executed by the Borrower Parties, such documentstogether with Uniform Commercial Code financing statements related thereto; (iv) The Reaffirmation Agreement duly executed by the Borrower Parties; (v) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original stock certificates evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Security Agreement, together with stock powers or other appropriate instruments of transfer executed in blank; (vi) To the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, the duly executed Blocked Account Agreements required by Section 6.15; (vii) The Fee Letter duly executed by the Borrowers; (viii) The duly executed Post-Closing Agreement; (ix) A satisfactory field audit of all Accounts and Inventory, and completion of satisfactory appraisals of all Inventory and Eligible Trademarks, in form and substance reasonably satisfactory to the Administrative Agent and completed by auditors and appraisers selected by the Administrative Agent; (x) The legal opinion of King & Spalding LLP, counsel to the Borrower Parties, addressed to the Lender Group; (xi) The legal opinion of Xxxx Xxxxxxxx, P.A., local counsel to the Borrower Parties, addressed to the Lender Group; (xii) The duly executed Request for Advance for the initial Advance of the Loans; (xiii) A duly executed Borrowing Base Certificate dated as of the Agreement Date and calculated as of May 26, 2012; (xiv) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such other mattersBorrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of such Borrower Party’s incorporation or formation, (B) a true, complete and correct copy of the By-Laws of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and authorizing the borrowings or guaranty, as Bank may reasonably deem necessary applicable, hereunder, (D) certificates of good standing from each jurisdiction in which such Borrower Party does business, and (E) copies of all agreements among the shareholders of such Borrower Party to which such Borrower Party is a party and plans and agreements (other than agreements entered into pursuant to or appropriatein connection with a disclosed plan) providing for the grant, issuance or sale of Equity Interests of such Borrower Party; (xv) A Solvency Certificate executed by an Authorized Signatory of the Administrative Borrower regarding the solvency and financial condition of Parent and its Subsidiaries, together with a pro forma balance sheet giving effect to the incurrence of the initial Advance and the issuance of the initial Letter of Credit hereunder; (xvi) Parent and its Subsidiaries (a) 2012 business plan including its 12 month income statement, balance sheet, statement of cash flows and availability forecast and (b) annual projections, including income statement, balance sheet and statement of cash flows, through fiscal year 2016; (xvii) Payment of all accrued and unpaid interest, fees, costs and expenses owing to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement; (xviii) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xix) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation:, all tax Liens, against the assets of the Borrower Parties; (axx) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices; (xxi) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xxii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent; (xxiii) Each Borrower Party shall have complied with all reasonable requests from the Lender Group relating to applicable bank regulatory, “know your customer,” and anti-money laundering matters including, for the avoidance of doubt, with respect to the USA Patriot Act and OFAC, and each member of the Lender Group shall have satisfactorily completed its diligence with respect thereto; (xxiv) A flow of funds report duly executed original signatures to by the Loan Documents;Administrative Borrower which report shall include a statement of all sources and uses of funds on the Agreement Date; and (xxv) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Lender Group shall have received evidence satisfactory to them that no change in the Initial Warrant;business, assets, management, operations or financial condition of the Borrower Parties shall have occurred since January 28, 2012, which change has had or could be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating. (c) The Lender Group shall have received the Operating Documents and long-form 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 financial statements described in which Borrower and each Subsidiary is qualified to conduct businessSection 5.1(k), each as of a date no earlier than thirty (30) days prior in form and substance reasonably acceptable to the Effective Date;members of the Lender Group. (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or The Lender Group shall have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) received evidence satisfactory to Bank them that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, together with appropriate evidence showing lender loss payable and/or additional insured clauses that no other consents or endorsements in favor approvals are required and that no Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of Bank;an Authorized Signatory of the Administrative Borrower so stating. (ie) The Administrative Agent shall have received confirmation that the completion original Uniform Commercial Code financing statements naming the respective Borrower Parties as debtor and the Administrative Agent as secured party have been duly filed in all appropriate jurisdictions, in such form as shall be satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received a Borrowing Base Certificate, in form and substance satisfactory to the Lender Group, reflecting that, among other things, as of the Initial Audit last day of the most recently ended fiscal month prior to the Agreement Date, after giving effect to the borrowings hereunder on the Agreement Date and the issuance of any Letters of Credit hereunder on the Agreement Date (as if such borrowings and issuances had occurred on the last day of such fiscal month), Availability shall not be less than $60,000,000 (with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without deterioration in working capital). (g) The Administrative Agent shall have completed such other business and legal due diligence with respect to the Borrowers and the results satisfactory thereof shall be acceptable to Bank the Administrative Agent, in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to make the initial Advance hereunder is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following (with sufficient copies for each of the Lenders), in form and substance satisfactory to Bank, such documents, the Administrative Agent and completion each of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Lenders: (ai) the loan certificate of the Borrower, in substantially the form attached hereto as Exhibit O, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the certificate of incorporation of the Borrower, certified to be true, complete and correct by the Secretary of State of Delaware, and a true, complete and correct copy of the by-laws of the Borrower, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for each state in which 46 the Borrower is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the appropriate authorizing resolutions of the Borrower, authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of the Borrower; (ii) duly executed original signatures Notes and Fee Letters; (iii) duly executed Borrower's Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (iv) duly executed Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (v) duly executed Subsidiary Security Agreement, executed and delivered by each Restricted Subsidiary of the Borrower, together with evidence of the filing of appropriate UCC-l financing statement forms; (vi) copies of insurance binders or certificates covering the assets of the Borrower and its Restricted Subsidiaries, and otherwise meeting the requirements of Section 5.5 hereof; (vii) legal opinions of (i) Rubix Xxxx Xxxxx Xxxstant & Friexxxx, general counsel to the Borrower, and (ii) Gurmxx, Xxasx & Xreexxxx, XXC counsel to the Borrower and its Restricted Subsidiaries; each as counsel to the Borrower and its Restricted Subsidiaries, addressed to each Lender and the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its special counsel, and dated as of the Agreement Date; (viii) duly executed Request for Advance for the initial Advance of the Loans, which Request for Advance shall include calculations demonstrating, as of the Agreement Date, the Borrower's compliance with the Financial Covenants hereof; (ix) duly executed Use of Proceeds Letter; (x) duly executed Certificate of Financial Condition for the Borrower and its Restricted 47 Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower which shall include a certification that no event has occurred which could have a Materially Adverse Effect since December 31, 1997; (xi) any required FCC consents, Necessary Authorizations (except as may be referred to in any Schedules hereto), or other required consents to the closing of this Agreement or to the execution, delivery and performance of this Agreement and the other Loan Documents; (bxii) duly executed original signatures to Subsidiary Pledge Agreement from each Restricted Subsidiary of the Initial WarrantBorrower which has one or more corporate Restricted Subsidiaries together with appropriate stock certificates and undated stock powers executed in blank; (cxiii) duly executed Subsidiary Guaranty executed and delivered by each Restricted Subsidiary of the Operating Borrower; (xiv) a loan certificate from each Restricted Subsidiary of the Borrower, in substantially the form attached hereto as Exhibit P, with respect to corporations, and Exhibit Q, with respect to partnerships, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the following items, if a corporation, and long-form good standing certificates the analogous items, if a partnership: (A) a copy of Borrower the certificate or articles of incorporation of such Restricted Subsidiary, certified to be true, complete and its Subsidiaries certified correct by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ from the jurisdiction of organization incorporation of such Restricted Subsidiary, (B) certificates of good standing for such Restricted Subsidiary issued by the Secretary of State or formation and similar state official for each jurisdiction state in which Borrower and each such Restricted Subsidiary is qualified incorporated or required to conduct qualify to do business, each as (C) a true, complete and correct copy of the By-Laws of such Restricted Subsidiary, and (D) a date no earlier than thirty (30) days prior true, complete and correct copy of the resolutions of such Restricted Subsidiary authorizing it to execute, deliver and perform the Effective DateLoan Documents to which it is a party; (dxv) duly executed original signatures to the completed Borrowing Resolutions for BorrowerVoiceStream Guaranty; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to Lender’s determination that each of the condition following conditions precedent that Bank shall have receivedhas been satisfied: (a) The Coverage and LTV Tests are satisfied; (b) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and delivered original copies of the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance reasonably satisfactory to BankLender and in form proper for recordation, such documentsas may be necessary in the opinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and completion the payment of all taxes, fees and other charges payable in connection with such other mattersexecution, as Bank may reasonably deem necessary or appropriatedelivery, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrantrecording and filing; (c) Receipt by Lender of any Lender required subordination, non-disturbance and attornment agreements and/or estoppel certificates with respect to any commercial leases or ground leases (if any) affecting the Operating Documents Initial Mortgaged Property, provided that with respect to the Initial Mortgaged Properties, Lender shall not require subordination, non-disturbance and long-form good standing certificates of Borrower and its Subsidiaries certified by attornment agreements on the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction commercial leases in which Borrower and each Subsidiary is qualified to conduct business, each place as of a date no earlier than thirty (30) days prior to the Effective Initial Closing Date; (d) duly executed original signatures Receipt by Lender of the portion of the Origination Fee due pursuant to Section 10.01 and the completed Borrowing Resolutions for Borrower;Initial Due Diligence Fees pursuant to Section 10.02(a); and (e) certified copies, dated as Receipt by Lender of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that documentation acceptable to Lender evidencing the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion status of the Initial Audit with results satisfactory environmental issues pertaining to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due dry cleaners adjacent to the Mortgaged Property commonly known as specified in Section 2.4 hereofXxxxxx Xxxxx.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to make the initial Advance or of the Issuing Bank to issue a Letter of Credit is subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following (with sufficient copies for each of the Lenders), in form and substance satisfactory to Bankthe Administrative Agent: (i) the loan certificate of the Borrower, such documentsin substantially the form attached hereto as Exhibit L, including a certificate of incumbency with respect to each Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the certificate of incorporation of the Borrower, certified to be true, complete and correct by the Secretary of State of Washington, and completion a true, complete and correct copy of the by-laws of the Borrower, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for each state in which the Borrower is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the appropriate authorizing resolutions of the Borrower, authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests, or management of the Borrower; (ii) duly executed Notes (to the extent requested by any Lenders) and duly executed counterparts of this Agreement; (iii) duly executed Borrower's Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank and appropriate acknowledgements by the pledged limited liability companies and pledged partnerships; (iv) duly executed Security Agreement, together with proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement; (v) the Subsidiary Guaranty; (vi) the Subsidiary Pledge Agreement, together with appropriate stock certificates and undated stock powers executed in blank; (vii) duly executed Subsidiary Security Agreement, executed and delivered by each Restricted Subsidiary of the Borrower, together with proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Subsidiary Security Agreement, covering the Collateral described in the Subsidiary Security Agreement; (viii) completed requests for information, dated on or before the Agreement Date listing all effective financing statements filed in the jurisdictions referred to in clauses (iv) and (vii) above that name the Borrower or any Restricted Subsidiary as debtor, together with copies of such other matters, as Bank financing statements; (ix) evidence that all other recordings and filings of or with respect to each Security Document shall have been completed and that all other actions that the Administrative Agent may reasonably deem necessary or appropriatedesirable in order to perfect and protect the first priority liens and security interests created under the Security Documents shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation:, receipt of duly executed payoff letters, UCC-3 termination statements and landlords' and bailees' waiver and consent agreements) ; (ax) the Fee Letters; (xi) copies of reasonably satisfactory insurance brokers' letters, binders or certificates covering the assets of the Borrower and its Restricted Subsidiaries, and otherwise meeting and covering the requirements of Section 5.5 hereof; (xii) legal opinions of (A) Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, general counsel to the Borrower, (B) Xxxxxxx Xxxxx & Xxxxx LLP, Washington counsel to the Borrower and (C) Xxxxxxxx & Xxxxxxxx LLP, FCC counsel to the Borrower and its Subsidiaries; each as counsel to the Borrower and its Subsidiaries, addressed to each Lender and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and its special counsel, and dated as of the Agreement Date; (xiii) duly executed original signatures Request for Advance and (if applicable) Notice of Issuance, which Request for Advance shall include calculations demonstrating, as of the Agreement Date after giving effect to the borrowings hereunder on the Agreement Date, the Borrower's compliance with Section 2.1 and Section 7.8 hereof; (xiv) duly executed Certificate of Financial Condition for the Borrower and its Subsidiaries on a consolidated basis, given by the chief financial officer of the Borrower which shall include a certification that no event has occurred which could reasonably be expected to have a Materially Adverse Effect since December 31, 2003; (xv) any required FCC consents, Necessary Authorizations (except as may be referred to in any Schedules hereto), or other required consents to the closing of this Agreement or to the execution, delivery and performance of this Agreement and the other Loan Documents; (bxvi) duly executed original signatures a loan certificate from each Restricted Subsidiary of the Borrower, in substantially the form attached hereto as Exhibit M, with respect to corporations, Exhibit N, with respect to partnerships, and Exhibit O with respect to limited liability companies, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Subsidiary, together with appropriate attachments which shall include, without limitation, the Initial Warrant; following items: (cA) a copy of the Operating Documents certificate or articles of incorporation of such Subsidiary or certificate of formation of such Subsidiary, as applicable, certified to be true, complete and long-form good standing certificates of Borrower and its Subsidiaries certified correct by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ from the jurisdiction of organization incorporation of such Subsidiary, (B) certificates of good standing for such Subsidiary issued by the Secretary of State or formation and similar state official for each jurisdiction state in which Borrower and each such Subsidiary is qualified incorporated or required to conduct qualify to do business, each (C) a true, complete and correct copy of the By-Laws or partnership agreement, as applicable, of such Subsidiary, and (D) a date no earlier than thirty true, complete and correct copy of the resolutions of such Subsidiary authorizing it to execute, deliver and perform the Loan Documents to which it is a party; and (30xvii) days prior all such other documents as either the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all Necessary Authorizations, including all necessary consents to the Effective Date; (d) duly executed original signatures execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party and by the completed Borrowing Resolutions for Borrower; (e) certified copiesRestricted Subsidiaries of the Loan Documents to which they are parties, dated as of a recent date, of financing statement searches, as Bank may 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 orobtained or made, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effecteffect and are not subject to any pending or threatened reversal or cancellation, and the Administrative Agent shall have received a certificate of an Authorized Signatory so stating. (c) The Administrative Agent and the Lenders shall have received (i) copies of the unaudited financial statements of the Borrower and its Subsidiaries through the month most recently ended prior to the Agreement Date for which such statements are available (which shall reflect trailing 12-month EBITDA in amounts satisfactory to the Administrative Agent and the Syndication Agent), and (ii) an opening pro forma balance sheet of the Borrower and its Subsidiaries, as of the last day of the month most recently ended at least 30 days prior to the Agreement Date, giving effect to the initial funding of the Loans hereunder and the consummation of the other elements of the transactions contemplated hereby, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements seven-year projected financial statements of the Borrower and its Subsidiaries (consisting of balance sheets and statements of income and cash flows, prepared by the Borrower), on a quarterly basis through the first four complete fiscal quarters after the Agreement Date and thereafter on an annual basis, all of which shall be in favor of Bank;form and substance reasonably satisfactory to the Administrative Agent and the Syndication Agent. (id) The Lenders, the completion Administrative Agent, and Shearman & Sterling LLP, special counsel to the Administrative Agent, shall receive payment of all fees and expenses due and payable on the Agreement Date in respect of the Initial Audit with results transactions contemplated hereby. (e) The Administrative Agent and the Lenders shall have received evidence reasonably satisfactory to Bank in its sole and absolute discretion; andthem that, after funding the initial Advance of the Loans, the Borrower shall have no outstanding Indebtedness for Money Borrowed other than Permitted Debt. (jf) payment The Administrative Agent and the Syndication Agent shall have received reasonably satisfactory evidence that the Loans have been rated "B-" or higher by S&P and "B2" or higher by Xxxxx'x, in each case with stable or positive outlook. (g) The Administrative Agent shall have received reasonably satisfactory evidence of the fees payment in full of the Existing Loan Agreement and Bank Expenses then due as specified the termination and release of all Liens and guaranties in Section 2.4 hereofconnection therewith.

Conditions Precedent to Initial Advance. Bank’s The obligation of each Lender to make the its initial Advance is hereunder shall be subject to the condition satisfaction (or written waiver) of the conditions set forth in Section 3.02 and the conditions precedent that Bank the Administrative Agent shall have receivedreceived on or before the Closing Date the following, each in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe Administrative Agent: (a) duly executed original signatures each of the Facility Documents (other than the Collateral Agent Fee Letter, which shall be delivered directly to the Loan Documents; (bCollateral Agent) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified delivered by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and parties thereto, which shall each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (A) to the payment of unpaid amounts under clauses (A) through (D) in clause (i) above (in the completion same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein; (B) during the Reinvestment Period, (i) first, if the Minimum OC Coverage Test is not satisfied as of the Initial Audit with results satisfactory relevant Determination Date, to Bank pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) second, to the Principal Collection Subaccount for the purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or for the making of any Permitted Distribution or Permitted Tax Distribution; (C) after the Reinvestment Period, to pay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion; (D) to the payment of amounts referred to in clauses (I) and absolute discretion(J) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and (j1) payment if a Default has occurred and is continuing (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the fees and Bank Expenses then due as specified Borrower, deposited into the Principal Collection Subaccount for investment in Section 2.4 hereofCollateral Loans); provided that if any such Default under clause (E)(1) is subsequently cured prior to the next Payment Date, such amounts held under clause (E)(1) may be distributed pursuant to clause (E)(2) prior to the next Payment Date.

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) duly Receipt by Lender of the fully executed original signatures to the Loan DocumentsAdvance Request; (b) duly executed original signatures If the Initial Advance is a Variable Advance, receipt by Lender at least five (5) days prior to the Initial WarrantClosing Date, of the confirmation of an Interest Rate Cap commitment, in accordance with the Pledge, Interest Rate Cap Agreement, effective as of the Initial Closing Date; (c) If the Operating Initial Advance is a Variable Advance, receipt by Lender of Interest Rate Cap Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by in accordance with the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessPledge, each Interest Rate Cap Agreement, effective as of a date no earlier than thirty (30) days prior to the Effective Initial Closing Date; (d) Delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by Lender, including duly executed and delivered original signatures copies of the Variable Facility Note or Fixed Facility Note, as applicable, the Guaranty, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance reasonably satisfactory to Lender and in form proper for recordation, as may be necessary in the completed Borrowing Resolutions for Borroweropinion of Lender to perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender, and the payment of all taxes, fees and other charges payable in connection with such execution, delivery, recording and filing; (e) certified copies, dated as of If the Initial Advance is a recent date, of financing statement searches, as Bank may 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 Variable Advance, will be terminated or released;receipt by Lender of the first installment of Variable Facility Fee and the entire Discount payable by Borrower pursuant to Section 1.04(b); and (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required Receipt by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion Lender of the Initial Audit with results satisfactory Origination Fee pursuant to Bank in its sole Section 10.03(a) and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Initial Due Diligence Fee pursuant to Section 2.4 hereof10.04(a).

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial WarrantControl Agreements; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate Certificate(s) of Borrower together with the duly executed original signature(s) thereto; (g) evidence that the existing Liens against Borrower in favor of Bridge Bank, N.A. have been terminated; (h) a landlord’s consent in favor of Bank for 00 Xx Xxxxxxx Xx., Xxxxx 000, Xxxxxxx, Xxx Xxxx by the landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (hj) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (ik) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (jl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation The obligations of the Lenders to undertake the Commitments and to make the initial Advance is Advances hereunder, and the obligation of the Issuing Bank to issue any initial Letter of Credit hereunder, are subject to the condition precedent that Bank prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have receivedreceived each of the following, in form and substance reasonably satisfactory to Bankthe Lender Group: (i) This Agreement duly executed by the Borrowers, the Guarantors, the Lenders, and the Administrative Agent; (ii) Any Revolving Loan Notes requested by any Lender duly executed by the Borrowers; (iii) The Reaffirmation Agreement duly executed by each Credit Party; (iv) An Information and Collateral Disclosure Certificate with respect to the Credit Parties duly executed by such Credit Party; (v) The legal opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Credit Parties, and local counsel for each jurisdiction in which a Credit Party is organized (to the extent the foregoing opinions do not opine as to the law of such jurisdictions), in each case addressed to the Lender Group, which opinions shall cover the transactions contemplated hereby and in the other Loan Documents and include, among other things, opinions as to corporate or limited liability company power and authority; due authorization; good standing or existence; no conflicts with organizational documents, laws, material agreements (including without limitation the Indenture with respect to the 2015 Notes and completion the 2017 Notes), and order and decrees; no liens triggered by execution and delivery of the Loan Documents; necessary consents; execution and delivery; enforceability; margin regulations; investment company act; and attachment and perfection of security interests; (vi) The duly executed Request for Advance for the initial Advance of the Loans, with disbursement instructions attached thereto; (vii) A loan certificate signed by an Authorized Signatory of each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such other mattersPerson, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate of incorporation or formation, articles of organization, or similar organizational document of such Person certified to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation, (B) a true, complete and correct copy of the bylaws, operating agreement, partnership agreement, limited liability company agreement, or similar organizational document of such Person, (C) a true, complete and correct copy of the resolutions (including, without limitation, board resolutions and shareholder resolutions, as applicable) of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Bank may Products Documents and, with respect to the Borrowers, authorizing the borrowings hereunder, and (D) certificates of good standing, existence, or similar appellation from each jurisdiction in which such Person is organized and, to the extent failure to be so qualified in any other jurisdiction could reasonably deem necessary be expected to have a Materially Adverse Effect, foreign qualifications in those jurisdictions in which such Person is required to be qualified to do business; provided, that if a document referenced in clause (A) or appropriate(B) was delivered in connection with the Existing Credit Agreement, then delivery of such document shall not be required so long as the applicable Credit Party delivers an officer’s certificate certifying that no changes have been made to such document, and such document remains in full force and effect; (viii) A solvency certificate executed by the chief financial officer of the Parent regarding the solvency and financial condition of the Credit Parties, together with a pro forma balance sheet giving effect to the incurrence of the initial Advance and the issuance of the initial Letter of Credit hereunder; (ix) Certificates of insurance, with respect to the Credit Parties (other than IMS Southern, LLC), in each case, meeting the requirements of Section 6.5; (x) UCC, PPSA, Lien, and Intellectual Property searches, and all other searches and other evidence satisfactory to Administrative Agent that there are not Liens upon the Collateral (other than Permitted Liens); (xi) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation:, fees and expenses of counsel to the Administrative Agent; (axii) duly executed original signatures A certificate signed by an Authorized Signatory of the Borrowers certifying that each of the applicable conditions set forth in Section 4.2 have been satisfied; (xiii) All Real Estate Documents with respect to the Loan Documents;parcels of Real Property listed on Schedule 1.1(b) to the extent that such Real Property is Eligible Real Estate; and (xiv) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) duly executed original signatures The Administrative Agent and the Lenders agree that the Revolving Loan Commitment of each of the Lenders immediately prior to the Initial Warrant;effectiveness of this Agreement shall be reallocated among the Lenders such that, immediately after the effectiveness of this Agreement in accordance with its terms, the Revolving Loan Commitment of each Lender shall be as set forth on Schedule 1.1(a). In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender agrees to make cash settlements in respect of any outstanding Revolving Loans, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, such that after giving effect to this Agreement, each Lender holds Revolving Loans equal to its Pro Rata Share (based on the Revolving Loan Commitment of each Lender as set forth on Schedule 1.1(a)). To the extent the reallocation permitted pursuant to this Section 4.1(b) results in the prepayment of any Eurodollar Advance in whole or in part, the Lenders hereby agree to waive any reimbursement obligations of the Borrowers arising under Section 2.9 in connection therewith. (c) The Administrative Agent shall be satisfied that no change in the Operating Documents and long-form good standing certificates business, condition (financial or otherwise), results of Borrower operations, liabilities (contingent or otherwise), or properties of the Parent and its Restricted Subsidiaries certified by (taken as a whole) shall have occurred since September 29, 2018, which change has had or would be reasonably expected to have a Materially Adverse Effect, and the Secretary Administrative Agent shall have received a certificate of State (or equivalent agency) an Authorized Signatory of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;Borrowers so stating. (d) duly executed original signatures to The Administrative Agent shall have received and be satisfied with (i) the completed Borrowing Resolutions financial statements (including balance sheets and related statements of income and retained earnings and related statements of cash flows) described in Section 5.1(k), (ii) the unaudited balance sheet of the Parent and its Restricted Subsidiaries for Borrower;the fiscal quarter ended on June 29, 2019, and (iii) an annual budget for the Credit Parties and their Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each fiscal year through the fiscal year ending September 2024, prepared on a month by month basis from the Agreement Date through September 26, 2020, and prepared on an annual basis for each fiscal year thereafter (it being recognized by the Administrative Agent and the Lenders that the projections and forecasts provided by the Credit Parties should not be viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). (e) certified copies, dated as The Administrative Agent shall have received a certificate signed by an Authorized Signatory of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence the Borrowers certifying (including any UCC termination statementsi) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof all Necessary Authorizations are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses are not subject to any pending or endorsements in favor threatened reversal or cancellation, and all applicable waiting periods have expired, and that there is no ongoing investigation or inquiry by any Governmental Authority regarding the Loans or any other transaction contemplated by the Loan Documents or the conduct of Bank;the businesses and the ownership (or lease) of the Properties of the Credit Parties and (ii) that attached thereto are true, correct, and complete copies of all such Necessary Authorizations. (if) At least five (5) days prior to the completion date of this Agreement, the Initial Audit with results satisfactory Administrative Agent shall have received all documentation and information required by any Governmental Authority under any applicable “know your customer” and Anti-Money Laundering Laws including the Patriot Act and, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofsuch Borrower.

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lender to make the its initial Advance under the Credit Facility is subject to the fulfillment to the Lender's satisfaction, prior to or at the Closing, of the following conditions precedent, provided that such condition precedent that Bank precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or in part at any time on or before the date of the initial Advance: (a) the Company Guarantee shall have receivedbeen duly executed and delivered by the Company; (b) each of the Company Credit Facility and the Company Bridge Facility shall have been terminated, all obligations of the Company under or in respect of each of the Company Credit Facility and the Company Bridge Facility shall have been paid and satisfied in full and the Lender shall have been released by the Company from any liability thereunder pursuant to a full and final release in form and substance reasonably satisfactory to the Lender and its counsel; (c) the 2006 Note Purchase Agreement, providing for the issue and sale by the Borrower of $75,000,000 aggregate principal amount of the 2006 Notes shall have been duly executed and delivered by the Borrower and the Purchasers listed in Schedule A to the 2006 Note Purchase Agreement, which 2006 Note Purchase Agreement, among other things, allows for the Credit Facility, provides for covenants and agreements substantially the same as those contained herein and in the Company Guarantee and is in form and substance reasonably satisfactory to the Lender, and the 2006 Note Purchase Agreement shall be in full force and effect. The Lender shall have received a copy of the 2006 Note Purchase Agreement and all instruments, documents and agreements delivered at the closing thereof; (d) The Company, the Borrower and the holders of the 2003 Notes shall have duly executed and delivered the Amended and Restated 2003 Note Purchase Agreement, which among other things, provides for the Borrower to assume the obligations of the Company under the 2003 Notes, allows for the Credit Facility and the issue and sale of the 2006 Notes pursuant to the 2006 Note Purchase Agreement and provides for covenants and agreements substantially the same as those contained herein and in the Company Guarantee, in form and substance reasonably satisfactory to the Lender, and such amendment shall be in full force and effect. The Lender shall have received a copy of such Amended and Restated 2003 Note Purchase Agreement and all instruments, documents and agreements delivered at the closing thereof; (e) the representations and warranties of the Borrower in this Agreement and the representations and warranties of the Company in the Company Guarantee shall be correct when made and at the time of the Closing; (f) the Borrower and the Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Company Guarantee required to be performed or complied with by it prior to or at the Closing, and after giving effect to the issue and sale of the 2006 Notes (and the application of the proceeds thereof as contemplated by Section 5.7 of the 2006 Note Purchase Agreement), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since March 31, 2004 that would have been prohibited by Section 9.2 hereof had such Section applied since such date; (g) each of the Borrower and the Company shall have delivered to the Lender a certificate of a Senior Officer of the Borrower, dated the date of the Closing, certifying that the conditions specified in Sections 7.1(e), 7.1(f) and 7.1(n) have been fulfilled; (h) the General Partner shall have delivered to the Lender a certificate certifying as to the resolutions attached thereto and other partnership proceedings taken by the Borrower or corporate proceedings taken by the General Partner relating to the authorization, execution and delivery of this Agreement and the Company shall have delivered to the Lender a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Company Guarantee; (i) the Lender having received opinions in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copiesLender, dated as of a recent datethe Closing Date, of financing statement searches, as Bank may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) from Xxxxxx Xxxxxx Xxxxxxxx LLP, counsel for the completion of Company, the Initial Audit with results satisfactory General Partner and the Borrower, covering the matters set forth in Schedule 7.1(i) and covering such other matters incident to Bank the transactions contemplated hereby as the Lender or its counsel may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lender), (ii) from W. Xxxx Xxxxx, Vice President and Secretary to the Company covering the matters set forth in its sole Schedule 7.1(i) and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.covering such

Conditions Precedent to Initial Advance. Bank’s The obligation of the Lenders to undertake the Commitment and to make the initial Advance is hereunder are subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion prior or contemporaneous fulfillment of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationeach of the following conditions: (a) duly executed original signatures The Administrative Agent and the Lenders shall have received each of the following, each of which shall be in form and substance reasonably satisfactory to the Loan DocumentsAdministrative Agent: (i) this Agreement duly executed; (bii) duly executed original signatures to the Initial WarrantNotes; (ciii) the Operating Documents duly executed Borrower's Security Agreement, together with duly executed appropriate Uniform Commercial Code financing statement forms; (iv) duly executed Parent Security Agreement, together with duly executed appropriate Uniform Commercial Code financing statement forms; (v) duly executed Parent Pledge Agreement, together with appropriate stock certificates and long-form good standing certificates stock powers executed in blank; (vi) duly executed Parent Guaranty; (vii) duly executed Affiliate Security Agreement of Borrower and its Subsidiaries certified by the Secretary of State each Affiliate Guarantor (or equivalent agencyother than Telecom Resources, Inc.) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each existing as of a date no earlier the Agreement Date, together with duly executed appropriate Uniform Commercial Code financing statement forms; (viii) duly executed Affiliate Guaranty of each Affiliate Guarantor (other than thirty (30Telecom Resources, Inc.) days prior to existing as of the Effective Agreement Date; (dix) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) certified copies, loan certificate of the Borrower dated as of a recent date, of financing statement searches, as Bank may 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 orAgreement Date, in connection substantially the form attached hereto as EXHIBIT M, including a certificate of incumbency with the initial Advance, will be terminated or released; (f) the Perfection Certificate respect to each Authorized Signatory of Borrower, together with the duly executed original signature theretofollowing items: (A) a true, complete and correct copy of the Articles of Incorporation and By-laws of the Borrower as in effect on the Agreement Date, (B) certificates of good standing for the Borrower issued by the Secretary of State or similar state official for the state of incorporation, principal place of business and location of books and records of the Borrower (C) a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of the Borrower; (gx) the loan certificate of the Parent dated as of the Agreement Date, in substantially the form attached hereto as EXHIBIT N, including a certificate of incumbency with respect to each Authorized Signatory of the Parent, together with the following items: (a) a true, complete and correct copy of Borrower’s Investors’ Rights the Articles of Incorporation and By-laws of the Parent as in effect on the Agreement Date, (B) certificates of good standing for the Parent issued by the Secretary of State or similar state official for the state of incorporation, principal place of business and location of books and records of the Borrower of the Parent (C) a true, complete and correct copy of the corporate resolutions of the Parent authorizing the Parent to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any amendments theretoshareholders' agreements or voting trust agreements in effect with respect to the stock of the Parent; (hxi) the loan certificate of each Affiliate Guarantor (other than Telecom Resources, Inc.) and the Parent existing as of the Agreement Date dated as of the Agreement Date, in substantially the form attached hereto as EXHIBIT O, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with the following items: (A) a true, complete and correct copy of the Articles of Incorporation and By-laws of such Affiliate Guarantor as in effect on the Agreement Date, (B) certificates of good standing for such Affiliate Guarantor issued by the Secretary of State of similar state official for the state of incorporation, principal place of business and location of books and records of such Affiliate Guarantor (C) a true, complete and correct copy of the corporate resolutions of such Affiliate Guarantor authorizing such Affiliate Guarantor to execute, deliver and perform this Agreement and the other Loan Documents, and (D) a true, complete and correct copy of any shareholders' agreements or voting trust agreements in effect with respect to the stock of such Affiliate Guarantor; (xii) legal opinion of Blackwell, Sanders, Xxxxx & Xxxxxx, counsel to the Borrower, the Parent and their respective Subsidiaries addressed to each Lender and the Administrative Agent and dated as of the Agreement Date; (xiii) duly executed Certificate of Financial Condition for the Borrower on a consolidated basis; (xiv) duly executed pay-off letter of Canadian Imperial Bank of Commerce dated as of the Agreement Date in connection with the termination of the CIBC Facility; and (xv) all such other documents as the Administrative Agent or any Lender may reasonably request, certified by an appropriate governmental official or an Authorized signatory if so requested. (b) The Administrative Agent and the Lenders shall have received evidence satisfactory to Bank them that all Necessary Authorizations, including all necessary consents to the insurance policies and endorsements required by Section 6.7 hereof closing of this Agreement, have been obtained or made, are in full force and effecteffect and are not subject to any pending or, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) to the completion knowledge of the Initial Audit with results satisfactory to Bank in its sole Borrower, threatened reversal or cancellation, and absolute discretion; and (j) payment the Administrative Agent and the Lenders shall have received a certificate of the fees and Bank Expenses then due as specified in Section 2.4 hereofan Authorized Signatory so stating.

Conditions Precedent to Initial Advance. Bank’s obligation to make the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial WarrantControl Agreements with Bankers Trust and Xxxxxx Xxxxxxx; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such of each U.S. Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) the Subordination Agreement by Bluestem Capital in favor of Bank, together with the duly executed original signatures thereto; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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 AdvanceCredit Extension, will be terminated or released; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) a copy landlord’s consent in favor of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that for 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxx, Xxxx 00000 by the insurance policies and endorsements required by Section 6.7 hereof are in full force and effectlandlord thereof, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankthe duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the completion duly executed original signatures thereto; (j) a legal opinion of Borrower’s counsel dated as of the Initial Audit Effective Date together with results satisfactory to Bank in its sole and absolute discretionthe duly executed original signature thereto; and (jk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof. 3.1.1 Credit Extensions on the Effective Date. Bank will make Credit Extensions on the Effective Date in the form of two (2) Letters of Credit subject to Borrower’s compliance with Section 3.1 other than clause (b)

Conditions Precedent to Initial Advance. Bank’s The obligation of Lender to make the initial Advance is subject to the condition precedent that Bank Lender shall have receivedreceived on or before the date of the initial Advance copies of all of the following, unless waived by Lender: (a) A favorable opinion of counsel to Borrower in form and substance satisfactory to Lender; (b) UCC-1 Financing Statements in a form acceptable to Lender appropriately completed and duly executed by Borrower; (c) Recent UCC searches from the filing offices in all states required by Lender which reflect that no other Person holds a Security Interest in any Collateral of Borrower, except for Security Interests permitted by Paragraph 18(c); (d) The Revolving Credit Note, in form and substance satisfactory to BankLender, such documents, appropriately completed and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Initial Warrant; (c) the Operating Documents and long-form 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 Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) A certified copies, dated as copy of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence all documents evidencing any necessary consent or governmental approvals (including if any) with respect to the Loan Documents or any UCC termination statements) that the Liens indicated other documents provided for in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or releasedthis Agreement; (f) A certificate by the Perfection Certificate Secretary or any Assistant Secretary of Borrower certifying as to: (i) attached resolutions of Borrower's Board of Directors authorizing or ratifying the execution, delivery and performance of the Loan Documents to which Borrower is a party and any other documents provided for by this Agreement, (ii) the names of the officers of Borrower authorized to sign the Loan Documents together with a sample of the duly executed original true signature theretoof such officers, and (iii) attached bylaws of Borrower; (g) a A copy of Borrower’s Investors’ Rights Agreement and any amendments thereto's articles of incorporation certified by the Secretary of State; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Advance. Bank’s obligation Lender shall not be obligated to make any Advance until the following conditions have been satisfied or waived by Lender on and as of the Effective Date and the initial Advance is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationDate: (a) Lender has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Loan Document duly executed original and delivered by the parties thereto (other than the Electronic Tracking Agreement which shall be duly executed and delivered by the parties thereto within the thirty (30) days following the Closing Date), (ii) an official good standing certificate dated within fourteen (14) days of the Closing Date with respect to Borrower, PMC, Servicer and Limited Guarantor, (iii) certificates of the secretary or an assistant secretary of Borrower, PMC, Servicer and Limited Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Borrower, PMC, Servicer and Limited Guarantor executing the Loan Documents to which it is a party, evidencing the respective authority of Borrower, PMC, Servicer and Limited Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel (dated on or prior to the Effective Date) to Borrower, PMC, Servicer and Limited Guarantor as Lender may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Pledged Mortgage Loans, the related Servicing Rights and any other Collateral pledged pursuant to the Loan Documents, Investment Company Act matters, local counsel opinions with respect to Borrower, PMC or Limited Guarantor that is domiciled offshore, true sale, substantive non-consolidation, and the applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors, and (vii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may require; (bi) duly executed original signatures UCC financing statements have been filed against Borrower and PMC in all filing offices required by Lender, (ii) Lender has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Borrower, PMC, Servicer, Limited Guarantor and the Initial WarrantCollateral as Lender may require, and (iii) the results of such searches are satisfactory to Lender; (c) Lender has received payment from Borrower of all fees and expenses then payable under the Operating Documents Fee Letter and long-form good standing certificates of Borrower and its Subsidiaries certified the other Loan Documents, as contemplated by Section 13.02, including without limitation the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;Facility Fee; and (d) duly executed original signatures Lender has completed to the completed Borrowing Resolutions for Borrower; (e) certified copies, dated its satisfaction such due diligence and modeling as of a recent date, of financing statement searches, as Bank it may 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 Advance, will be terminated or released; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofrequire.