Common use of Conditions Precedent to Initial Loans Clause in Contracts

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, The Lenders shall not be required to fund any the requested Loan, issue any Letter of Credit, Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Each Lender that requests issuance of a NoteNote shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to Agent the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent The Lenders shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Lienssearches. (c) Agent The Lenders shall have received duly fully-executed account control agreements establishing for each Dominion Deposit Account (as defined in the Revolver Agreement) and related lockboxSecurities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance, and with financial institutions, substance reasonably satisfactory to the Collateral Agent. (d) Agent The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Obligor is Solvent; (ii) no Default or Event of Default existsexists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 9 8 are true and correctcorrect in all respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent The Lenders shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; , (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; , and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or other appropriate another official of such Obligor’s jurisdiction of organization. Agent The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where organization. (g) The Lenders shall have received an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrowers, as to such Obligor’s conduct of business or ownership of Property necessitates qualificationmatters as the Collateral Agent may reasonably request. (h) Agent The Lenders shall have received copies a copy of policies or certificates of insurance for the insurance policies carried by Borrowers, all financial statements and the financial projections described in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentSection 8.1.7 hereof. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008[Intentionally omitted.] (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees fees, costs and expenses which are payable pursuant to be paid the terms hereof to Agent and Lenders on the Closing Date. (lk) The Intercreditor Agreement Collateral Agent shall have been duly executed and delivered to Agent by received Lien Waivers, each of the signatories thereto, and be in form and substance reasonably satisfactory to each Lender the Collateral Agent, as it may request, in their sole discretionrespect of (a) the following locations: (i) 000 Xxxxx Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Utah 84770, and (ii) 13085, 13039 and 00000 Xxxx Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx, and (b) the imported goods that Xxxxxxxxxx International Service has been engaged by the Borrowers to facilitate the import of. (m1) Agent The Lenders shall have received a listing of evidence that (i) the Borrowers’ Account Debtors, including Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit2009 Debenture Intercreditor Agreement, and (ii) the payment by Borrowers of all fees and expenses incurred in connection herewith Term B Loans under this Agreement have been designated as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000“Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. In addition The obligation of each Lender to make its extension of credit to be made hereunder on the Closing Date is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, satisfaction (or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”waiver by Agent) that each of the following conditions has been satisfiedprecedent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockboxreceived, in form and substancesubstance satisfactory to it, (a) a pro forma balance sheet of Borrowers dated as of the date of closing and giving effect to the US Footwear Acquisition, (b) financial projections of Borrowers, giving effect to the US Footwear Acquisition, evidencing Borrowers' ability to comply with Section 10.3, and with (c) interim financial institutionsstatements for Borrowers and the Target as of January 31, satisfactory to Agent2021. (d) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that after giving pro forma effect to the Loans made hereunder on the Closing Date, the Revolving Loans and other extensions of credit made under the Revolving Loan Facility on the Closing Date and the consummation of the US Footwear Acquisition, (i) EBITDA, for the 12 month period ending on December 31, 2020, using pro forma adjustments satisfactory to Agent, was equal to or greater than $57,500,000 and (ii) the Total Leverage Ratio for Parent and its Subsidiaries, on a consolidated basis, for the 12 month period ending on December 31, 2020, was less than or equal to 3.75:1.0. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans, the Revolving Loans under the Revolving Loan Facility, the consummation of the US Footwear Acquisition and the transactions hereunder, (i) such Borrower Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person those Person(s) that are authorized to sign to, and have signed, the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and MichiganObligors or Agent, each in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationfailure to be so qualified would reasonably be expected to result in a Material Adverse Effect. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, all in compliance with the Loan Documents. (j) Each Obligor shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. Agent and each Lender, a duly executed W-9 (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwisesuch other applicable tax form) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Borrower Agent, interim financial statements not more than 30 and all documentation and other information as Agent or any Lender reasonably requests at least 5 days prior to the Closing Date for: in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. (a) Since December 31, 2019, no Borrower Material Adverse Effect shall have occurred and (b) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred. (l) Upon giving effect to the funding of Loans and the extensions of credit under the Revolving Loan Facility, if any, on the Closing Date, the consummation of all transactions contemplated by the Purchase Agreement, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and therewith, (i) Parent and its Subsidiaries on a consolidated basis; Revolver Usage shall not exceed $80,000,000 and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)Availability shall be at least $20,000,000. (km) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. Date (l) The Intercreditor Agreement shall have been duly executed including all fees set forth in the Fee Letter and delivered all fees and expenses of legal counsel to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account DebtorAgent). (n) Agent shall have received evidence satisfactory to it that Borrowers have received all governmental, shareholder and third party consents (including, but not limited to, cl with the Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976, as amended) and approvals as may be appropriate in connection with this credit facility, the Term Loan Facility and the transactions contemplated thereby. (o) Substantially concurrently with (or prior to) the making of the Loans, the US Footwear Acquisition shall be consummated in accordance with the terms and conditions of the Purchase Agreement (including all schedules and exhibits thereto and after giving effect to any amendment, modification, supplement or waiver permitted below), and the Purchase Agreement shall not have been amended or otherwise modified or supplemented or any provision or condition therein waived, if such amendment, modification, supplement or waiver would be materially adverse to the interests of the Agent or Lenders (in their capacities as such), without the prior written consent of the Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any change to the definition of Material Adverse Effect (as defined in the Purchase Agreement) as it relates to the Target shall be deemed to be adverse to the interests of the Agent and Lenders in a material respect, (ii) any reduction in the purchase price set forth in the Purchase Agreement shall not be deemed to be materially adverse to the interests of the Agent or Lenders so long as such reduction is applied on a dollar-for-dollar basis to reduce the aggregate amount of the Revolving Loan Facility, and (iii) any increase in the purchase price set forth in the Purchase Agreement shall be deemed to be not materially adverse to the interests of the Agent or Lenders so long as such purchase price increase is funded entirely with cash proceeds from an additional equity investment). (p) Substantially concurrently with the borrowing under this Agreement, the Borrowers shall have repaid and terminated all outstanding debt under that certain Revolving Credit, Guaranty, and Security Agreement dated as of February 13, 2019 among certain of the Obligors and The Huntington National Bank (the "Closing Date Refinancing"). (q) Agent shall have received executed copies of the Revolving Loan Documents, together with a certificate of a Senior Officer certifying that each such document is a true, correct, and complete copy thereof. (r) Agent shall have received a Borrowing Base Certificate prepared as of March 15, 2021, which may reflect the amount of the "deemed Borrowing Base," but shall otherwise conform to the definition of Borrowing Base. (s) Agent shall have received a fully executed Notice of Borrowing for the Term Loans being advanced on the Closing Date. (t) No Default or Event of Default exists. (u) The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as of the Closing Date. Upon Date upon giving effect to the initial funding of Loans the Term Loan, except to the extent that such representations and issuance of Letters of Creditwarranties specifically refer to an earlier date, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability which case they shall be at least $20,000,000true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date.

Conditions Precedent to Initial Loans. In addition The obligation of ------------------------------------- the Bank to make its initial Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent The Bank shall have received acknowledgments on or before the day of all filings the initial Borrowing the following, each dated prior to or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that of such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesday, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Bank: (i) such The Revolving Note issued by the Borrower is Solvent; to the order of the Bank; (ii) no Default Copies of the Articles, Certificate of Incorporation, partnership agreement or Event other organizational document of Default exists; the Borrower, certified as of a recent date by the Secretary of State of its state of formation or incorporation; (iii) Copies of the representations and warranties set forth in Section 9 are true and correct; and Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy Copies of resolutions authorizing execution and delivery of the Loan Documents is true and completeBoard of Directors or other authorizing documents of the Borrower, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.the Bank, approving the Loan Documents and the Borrowings hereunder; (gv) Agent shall have received copies of the charter documents of each Obligor, certified An incumbency certificate executed by the Secretary or an Assistant Secretary of State the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by Persons authorized to sign the Secretary of State or Loan Documents and the other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.documents to be delivered hereunder; (hvi) Agent shall have received Executed copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent.; (ivii) Agent Opinion from Borrower's counsel substantially in the form of Exhibit B hereto; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees required to be paid at closing shall have been paid; (e) All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Bank and its counsel, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; and (f) Nothing shall have occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of the Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, financial and legal due diligence of Obligorsproperty, including a roll-forward of its previous field examinationassets, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) or prospects of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent Borrower and its Subsidiaries on taken as a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)whole. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:satisfied (it being acknowledged that all deliveries to Agent and Lenders need be in form and substance and in quantities reasonably acceptable to Agent and Lenders): (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. (b) Agent shall have received acknowledgments copies (or, if acceptable to Agent, acknowledgments) of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC intellectual property, real estate title, and Lien and judgment searches and other evidence reasonably satisfactory to Agent that such Agent’s Liens are the only Liens upon the Collateral, except Permitted LiensLiens and Liens securing Debt to be Repaid pursuant to payoff letters in form and substance reasonably satisfactory which have also been executed and delivered to Agent. (c) Agent shall have received the Related Real Property Documents for all Included Real Property. (d) Agent shall have received phase I environmental reports addressed to or otherwise allowing reliance thereof by Agent with respect to each parcel of Included Real Property (other than the XxXxx Parcel), which reports shall be in form and substance reasonably satisfactory to Agent. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to AgentAgent and all Deposit Control Agreements relating to Loan Parties’ Deposit Accounts (other than Excluded Deposit Accounts). (df) Agent shall have received one or more certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior the Chief Financial Officer of each Borrower certifying that, : (i) after giving effect to the initial Loans and transactions hereunder, the Related Transactions and the issuance of Sponsor Debt, (iA) such Borrower is Loan Parties, taken as a whole, are Solvent; (iiB) no Default or Event of Default existsexists and no default or event of default under any other material Debt, agreement or contract of any Loan Party exists or, in any case, would result from such transactions; (iiiC) the representations and warranties set forth in Section 9 are true and correct; and (ivD) such Borrower has Loan Parties have complied with all agreements and conditions to be satisfied by it them under the Loan Documents, Related Agreements and the Sponsor Note Documents, and each such condition has been satisfied; (ii) (A) attached thereto are true, correct and complete copies of each Related Agreement together with all annexes, exhibits and schedules thereto, the terms and conditions of which are reasonably satisfactory to Agent, and no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any material respect without the prior written consent of Agent, and (B) that (x) attached thereto are true, correct and complete copies of all governmental and third party approvals, authorizations and consents necessary in connection with the Related Transactions, and for the continuing operations of Loan Parties after giving effect thereto (including, but not limited to, any antitrust approval or waiver of antitrust review issued by any Governmental Authority, including, but not limited to, Xxxx-Xxxxx-Xxxxxx clearance) and such approvals, authorizations and consents shall be on terms reasonably satisfactory to Agent and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose any material adverse conditions on the Related Transactions, or impose any adverse condition on the Loans, the other financial accommodations to be made pursuant to this Agreement or Agent or Lenders and (y) no other such approvals, authorizations or consents are necessary in connection with the Related Transactions and for the continuing operations of Loan Parties after giving effect thereto; and (iii) attached thereto are true, correct and complete copies of each Sponsor Note Document together with all annexes, exhibits and schedules thereto, the terms and conditions of which are reasonably satisfactory to Agent, and no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any material respect without the prior written consent of Agent. (eg) Agent shall have received a certificate of a duly authorized officer of each ObligorLoan Party, certifying (i) that attached copies of such ObligorLoan Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents, the Related Agreements and the Sponsor Note Documents is are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facilitysuch matters; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP, as well as any local counsel to Borrowers and Parent Loan Parties or Agent, as Agent shall reasonably request (including from each state in Utah and Michigan, each in form and substance satisfactory to Agentwhich the Included Real Estate is located). (gi) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization and each jurisdiction where such ObligorLoan Party’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent shall have completed its business, financial and legal due diligence of ObligorsLoan Parties (other than SoCal and its Subsidiaries), including a roll-forward of its previous field examination, with results satisfactory to Agent. Agent shall have completed its business, financial and legal due diligence of SoCal and its Subsidiaries, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor Loan Party or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2009. (k) Borrowers Agent shall have paid received payment by Loan Parties of all accrued and unpaid fees and expenses to be paid the extent then due and payable to Agent and Agent, Issuing Bank and/or Lenders on the Closing DateDate (including, without limitation, pursuant to the Fee Letter), together with all reasonable and properly documented out-of-pocket expenses (including legal fees and expenses of Xxxxx Day, special counsel to Agent, and any other reasonably necessary legal counsel to Agent and the fees and expenses of any consultants and other advisors) required to be reimbursed or paid by Loan Parties hereunder or under any other Loan Document, plus such additional amounts of such expenses as shall constitute Agent’s reasonable estimate of such expenses incurred or to be incurred by Agent through the closing proceedings (provided, that such estimate shall not thereafter preclude final settling of accounts between Loan Parties and Agent). (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared dated as of the Closing DateDate based on November 30, 2010. Upon giving effect to the initial funding of Loans and issuance of Letters of CreditCredit (including the Existing Letters of Credit deemed issued on the Closing Date), and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00012,000,000. (m) Agent shall be reasonably satisfied with the insurance program to be maintained by Loan Parties and shall have received endorsements to Loan Parties’ insurance policies (including, but not limited to, any casualty policy of any Loan Party) naming Agent as loss payee and proof of such insurance naming Agent as additional insured, in each case, in form and substance reasonably satisfactory to Agent; provided, that Agent acknowledges and agrees that Loan Parties’ current insurance coverages and policy limits are acceptable. (n) The organizational and capital structure of each Loan Party and Loan Parties taken as a whole, before and after giving effect to the Related Transactions, transactions contemplated by the Sponsor Note Documents and the transactions contemplated by the Loan Documents shall be reasonably acceptable to Agent. (o) Agent shall have received copies of any and all legal opinions delivered in connection with the Related Transactions, which opinions shall be addressed to Agent or expressly state that Agent may rely thereon or be delivered together with a letter stating that Agent may rely on such opinions. (p) Agent’s legal counsel shall have completed its, and Agent shall be satisfied with the results of its legal counsel’s, review relating to Loan Parties, their assets and the Related Transactions, including, without limitation, the Merger. (q) A collateral field examination shall have been conducted by an independent third party appraiser reasonably acceptable to Agent and delivered to Agent, in form and substance reasonably satisfactory to Agent. In the event that the written results of any collateral field examination reflect deficiencies, as determined in the commercially reasonable credit judgment of Agent, so long as all other conditions in this Section 6 have been satisfied or waived in accordance with the provisions of this Section 6, Agent shall address such deficiencies by modifications to advance rates, reserves and eligibility criteria applicable to the Collateral. (r) Loan Party Agent shall have delivered to Agent one or more recent appraisals of all Included Rolling Stock prepared by Xxxxxx & Xxxxxx together with a reconciliation of the Original Rolling Stock Appraisal. (s) Agent shall have received the Project Blazers Due Diligence Assistance Draft Report dated November 24, 2010 prepared by KPMG Services with respect to Old SoCal and its Subsidiaries. (t) Agent shall have received, in form and substance reasonably satisfactory to Agent, projected income statements, balance sheets and cash flow statements of Parent and its Subsidiaries and giving effect to the making of the initial Loans and the Related Transactions and the use of proceeds of the Loans on a monthly basis for Fiscal Year 2011 and on an annual basis for Fiscal Years 2012 - 2014. (u) Agent shall have received, (i) audited or, in the case of Old SoCal and its Subsidiaries for 2009, reviewed, consolidated financial statements (including balance sheets, statements of earnings and cash flows) for Parent and its Subsidiaries and pre-Closing Date SoCal and its Subsidiaries for Fiscal Years 2007, 2008 and 2009 and (ii) unaudited interim consolidated financial statements (including balance sheets and statements of earnings) for Parent and its Subsidiaries and Old SoCal and its Subsidiaries for the first three Fiscal Quarters and October and November of 2010 (satisfaction of this condition as it relates to Parent and the pre-Closing Date Subsidiaries of Parent is hereby acknowledged). (v) Agent shall have received, in form and substance reasonably satisfactory to Agent, a pro forma consolidated balance sheet of Parent and its Subsidiaries dated as of the Closing Date, giving effect to the Related Transactions and the transactions contemplated hereby and by the Sponsor Note Documents, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Parent and its Subsidiaries and SoCal and its Subsidiaries previously delivered to Agent. (w) Agent shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. (x) All Debt to be Repaid by any Loan Party shall have been (or concurrently with the initial borrowing will be) paid in full in cash, and all agreements and instruments governing such Debt and all Liens securing such Debt shall have been (or concurrently with the initial borrowing will be) terminated pursuant to agreements from the lenders thereunder to Agent (executed copies of which have been received by Agent). (y) All conditions to the Merger (other than the payment of the merger consideration under the Related Agreements, which shall not exceed $30,000,000 (exclusive of $33,100,000 payable in assumed debt) in aggregate, consisting of not more than $15,000,000 payable in cash and at least $14,857,000 payable in the form of common stock of Parent) shall have been fully satisfied in accordance applicable law and on terms set forth in the Related Agreements (with no provisions or conditions waived or amended without the written consent of Agent). (z) The Merger shall have become effective and the name of Merger Sub shall have been changed to Southern Cal Transport, Inc. and Agent shall have received a copy of the filed and effective Merger Certificate and evidence of such name change from the Secretary of State of Alabama. (aa) The Sponsor shall have issued, and Parent shall have received the proceeds of, the Sponsor Note in an aggregate amount of no less than $15,000,000. (bb) Agent shall have received evidence of the issuance of not less than $14,857,000 of common stock of Parent as partial consideration for the Merger. (cc) There shall not have occurred since December 31, 2010 any material disruption of or material adverse change in conditions in the financial, banking or capital markets. (dd) Agent shall have received a duly executed Lien Waiver with respect to each headquarter location of any Loan Party. (ee) Prior to the Merger, all Equity Interests in Xxxxx shall have been validly and indefeasibly contributed to Old SoCal pursuant to and in compliance with the terms of the Contribution Documents and from and after the Merger, Xxxxx shall thereafter be a Wholly- Owned Subsidiary of SoCal. (ff) Prior to the Closing Date, the Xxxxx Operating Agreement shall have been amended to provide for the transferability of membership interests and to reflect SoCal as the new sole member. (gg) Agent shall have received all other instruments, documents, certificates and agreements, set forth on the List of Closing Documents attached hereto as Schedule 6.1 and any other documents, instruments or agreements as Agent or any Lender may reasonably request.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.27.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers This Agreement, the Guarantee and delivered to Collateral Agreement, the Perfection Certificate, the Intercreditor Agreement and each Lender that requests issuance of a Note. Each other Loan Document required by the terms hereof to be delivered on the Closing Date shall have been duly executed and copies of executed counterparts of each such Loan Document shall have been delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received a life-of-loan flood hazard determination for all Real Estate owned by an Obligor and, if such Real Estate is located in a special flood hazard area, an acknowledged notice to the applicable Borrower and flood insurance by an insurer acceptable to Agent. (d) Agent shall have received (i) originals of stock/unit certificates representing 100% (or 65%, as applicable) of the certificated Equity Interests of each Subsidiary that is directly owned by an Obligor, together with stock powers executed in blank and (ii) Issuer Control Agreements for the Equity Interests of each Subsidiary with uncertificated Equity Interests that is directly owned by an Obligor. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, set forth on Schedule 8.5, in form and substance, and with financial institutions, satisfactory to Agent and duly executed Deposit Account Control Agreements, in form and substance, reasonably satisfactory to Agent. (df) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower, individually, is, and Borrower is and each of its Subsidiaries on a consolidated basis are, Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (eg) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP& Xxxx, S.C., as well as any local counsel to Borrowers and Parent Borrower for each jurisdiction in Utah and Michiganwhich an Obligor is organized, in each case, in form and substance reasonably satisfactory to Agent. (gi) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (hj) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ik) Agent shall have completed its businessSince December 31, financial and legal due diligence of Obligors2016, including a roll-forward of its previous field examinationthere has been no circumstance, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects event or condition (financial that has or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall could reasonably be expected to have occurred since September 30, 2008a Material Adverse Effect. (jl) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect the Transactions. (m) Agent shall have received, each in form and substance satisfactory to Agent, (i) a pro forma balance sheet of Borrower and its Subsidiaries dated as of the Closing Date, (ii) financial projections of Borrower and its Subsidiaries, evidencing Borrower’s ability to comply with the financial covenant set forth in the Loan Documents, and (iii) interim financial statements for Borrower and its Subsidiaries as of a date not more than 30 forty-five (45) days prior to the Closing Date forDate. (n) Agent shall have received reasonably satisfactory evidence that Borrower has received all governmental and third party consents and approvals as may be appropriate in connection with the Transactions. (o) Agent shall have completed its customary business, financial, legal, tax, environmental and collateral due diligence, with results reasonably satisfactory to Agent and its counsel. Such due diligence shall include, without limitation, the following: (i) Parent and its Subsidiaries on a consolidated basis; and face to face meetings with management, (ii) Parent review of the Obligors’ books, systems and its Subsidiaries records, (iii) an updated quality of earnings review of the Obligors’ financials by a third party firm reasonably acceptable to Agent with results reasonably satisfactory to Agent (the “Quality of Earnings Report”), (iv) Borrower’s detailed five year business plan with the first two (2) years prepared on a consolidating basis quarterly basis, (but only v) background checks on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Groupkey management, and the Tapco Group)(vi) review of ERISA, regulatory, environmental, intellectual property, litigation, accounting, tax, licensing, certification and permit matters and labor matters, in each case, with results reasonably satisfactory to Agent in its reasonable discretion. (kp) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (lq) The Intercreditor Agreement shall have been duly executed and delivered After giving effect on a pro forma basis to Agent by each the funding of the signatories thereto, Term A Loan and be in form any funding of loans and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing issuance of letters of credit under the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of Revolving Loan Agreement on the Closing Date. Upon giving effect to , the initial funding consummation of Loans and issuance of Letters of Credit, the Transactions and the payment by Borrowers Borrower of all fees and expenses incurred in connection herewith with the Transactions, as well as any payables stretched beyond their customary payment practices, (i) Availability shall be at least $20,000,00020,000,000 and (ii) the average daily amount of Revolving Loans for the 365-day period immediately preceding such date shall be not greater than $35,000,000. (r) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that EBITDA of Borrower and its Subsidiaries (using methodology substantially consistent with the determination of EBITDA in the Quality of Earnings Report, but excluding from the determination of EBITDA the add-back for public company costs and expenses in an amount equal to $1,698,000), for the twelve (12) Fiscal Month period ending on or about February 25, 2017 was equal to or greater than $49,500,000. (s) After giving pro forma effect to the Loans made hereunder on the Closing Date and the Revolving Loans made by Revolving Loan Lenders on the Closing Date, the Net Senior Leverage Ratio for Borrower and its Subsidiaries, on a consolidated basis, for the four (4) consecutive Fiscal Quarters ending on or about December 31, 2016 shall be less than or equal to 3.35 to 1.00. (t) Agent shall have received true, correct and complete copies of the Closing Date Revolving Loan Agreement Amendment and the other Revolving Loan Documents, all of which shall be in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered by the parties thereto and in effect on the Closing Date, and the transactions contemplated by the Revolving Loan Documents shall be consummated simultaneously with the making of the initial Loans hereunder. (u) Agent shall have received a payoff letter from Existing Agent, in form and substance reasonably satisfactory to Agent, providing that, among other things, all of the Indebtedness of the Obligors under the Existing Loan Documents will be paid and satisfied in full upon Existing Agent’s receipt of the amount set forth therein. (v) Agent shall have received written instructions from Borrower directing the application of proceeds of the Term A Loan made pursuant to this Agreement. (w) Agent shall have received an executed Notice of Borrowing. (x) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant. (y) The representations and warranties of each Obligor in the Loan Documents shall be true and correct on the date of, and upon giving effect to, the funding of Term A Loan (except for representations and warranties that expressly relate to an earlier date). (z) A duly executed W-9 (or such other applicable IRS tax form) of the Borrower.

Conditions Precedent to Initial Loans. In addition The Borrower shall execute and deliver, or cause to be executed and delivered, to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of Bank the following conditions has been satisfieddescribed documents: (a) Notes In connection with and as a condition precedent to the Bank’s obligation to make initial advances under the Line of Credit or otherwise extend any credit accommodations hereunder, the Borrower shall have been executed by Borrowers execute and delivered deliver to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly the Bank, or cause to be executed and delivered to Agent by the Bank, the following documents and instruments, each of the signatories thereto, and each Obligor which shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to the Bank (and the Bank shall have no obligation to make initial advances under the Line of Credit or otherwise extend any credit accommodations hereunder until each Lender of said documents and instruments are so executed and delivered to the Bank): (i) This Agreement; (ii) The Revolving Note; (iii) A Guaranty Agreement, duly executed by each of the Guarantors, pursuant to which the Guarantors shall guarantee the prompt payment and performance by the Borrower of its obligations hereunder (collectively, the “Guaranty Agreement”); (iv) A Stock Pledge Agreement, duly executed by the Company, pursuant to which the Company shall pledge to the Bank, as collateral security for the Borrower’s obligations to the Bank hereunder, a security interest in their sole discretionsixty-five percent (65%) of any and all issued and outstanding shares of stock of Fossil Europe B.V. and Fossil (East) Limited, whether now or hereafter issued by such subsidiaries of the Company (the “Stock Pledge Agreement”); and (v) Ordinary and customary certificates and documents satisfactory to the Bank and its counsel. (mb) Agent shall have received a listing of In connection with the Borrowers’ Account Debtors, including the name and address Bank’s issuance of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters Documentary or Stand-by Letter of Credit, the Borrower shall, in addition to the documents required in Section 9(a) above, execute and deliver to the payment Bank a Letter of Credit Application and Agreement (herein so called), provided the Bank shall have no obligation to issue a Documentary or Stand-by Borrowers Letter of all fees Credit for the account of the Borrower until a Letter of Credit Application and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Agreement has been executed by the Borrower and delivered to the Bank.

Conditions Precedent to Initial Loans. In addition The amendment and restatement of the Existing Agreement pursuant to the conditions set forth in Section 6.2, Lenders terms hereof shall not be required subject to fund any requested Loan, issue any Letter satisfaction of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:(except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) (the date such conditions are satisfied or waived, the “Closing Date”): (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Collateral Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Collateral Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Collateral Agent shall have received duly executed deposit account control agreements establishing each Dominion Account with respect to certain Deposit Accounts and related lockboxlockbox and Securities Accounts constituting Collateral, in form and substancesubstance reasonably satisfactory to Agent, and with financial institutions, reasonably satisfactory to Agent. (d) Agent The Lenders shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, that (i) such Borrower each Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 8 are true and correctcorrect in all material respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent The Lenders shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except expect as shown; , (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; , and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or other appropriate another official of such Obligor’s jurisdiction of organization. Agent The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (hg) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have occurred since January 29, 2011. (h) No action, suit, investigation, litigation or proceeding shall have been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Collateral Agent’s judgment (i) could reasonably be expected to have a material adverse effect on Borrowers’ business, operations, Propertiesproperties, prospects or condition (financial or otherwise) of any Obligor or in could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the quality, quantity or value of any Collateral shall have occurred since September 30, 2008transactions contemplated hereby. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all legal fees and expenses to be paid to Agent and Lenders on the Closing Date. (j) Collateral Agent shall have received (i) a fully-executed payoff letter from BMO, (ii) a fully-executed payoff letter evidencing payment in full of all of the Obligors’ indebtedness to Bank of America, N.A., as agent, and (iii) collateral assignment agreement from the Existing Collateral Agent assigning to Collateral Agent all of the Existing Collateral Agent’s Liens and security interests in the Obligors’ assets. (k) Lenders shall have received evidence that the Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Indenture. (l) The Intercreditor Agreement Borrowers shall have been duly executed and delivered to Agent by each received, or shall receive substantially contemporaneously herewith, the proceeds of the signatories theretoRevolver Debt and the Second Lien Debt pursuant to the terms of the Revolver Loan Documents and Second Lien Debt Documents, and as applicable, which shall be in form and substance reasonably satisfactory to each Lender in their sole discretionCollateral Agent. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers This Agreement, the Guarantee and delivered to Collateral Agreement, the Perfection Certificate, the Intercreditor Agreement and each Lender that requests issuance of a Note. Each other Loan Document required by the terms hereof to be delivered on the Closing Date shall have been duly executed and copies of executed counterparts of each such Loan Document shall have been delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the CollateralCollateral (other than Collateral which may be perfected post-closing in accordance with the terms hereof) (or arrangements satisfactory to Agent for filing financing statements shall have been made), as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received a life-of-loan flood hazard determination for all Real Estate owned by an Obligor and, if such Real Estate is located in a special flood hazard area, an acknowledged notice to the applicable Borrower and flood insurance by an insurer acceptable to Agent. (d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, set forth on Schedule 8.5, in form and substance, and with financial institutions, satisfactory to Agent and duly executed Deposit Account Control Agreements, in form and substance, reasonably satisfactory to Agent. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower Company and each of its Subsidiaries, on a consolidated basis, is Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxx Xxxxxxx LLP, as well as any local counsel to Borrowers and Parent for each jurisdiction in Utah and Michiganwhich an Obligor is organized, in each case, in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (j) Since April 28, together 2012, there has been no circumstance, event or condition that has or could reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, or financial condition of Borrowers, taken as a whole (excluding the Bankruptcy Proceedings and any historical events associated with endorsements naming the Bankruptcy Proceedings, and any events that customarily occur as part of a proceeding under Chapter 11 of the Bankruptcy Code). (k) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, or financial condition of Obligors, taken as a whole, or could impair the ability of an Obligor to perform its obligations under the Loan Documents; or (ii) could reasonably be expected to materially and adversely affect the Transactions. (l) Agent as lender loss payee or additional insuredand the Lead Arrangers shall have received, as appropriate, each in form and substance satisfactory to Agent. Agent and the Lead Arrangers, (i) Agent shall have completed a pro forma balance sheet of Company and its businessSubsidiaries dated as of the Closing Date and giving effect to the effectiveness of the Plan of Reorganization, (ii) financial projections of Company and legal due diligence of Obligorsits Subsidiaries, including a roll-forward of its previous field examination, evidencing Borrowers’ ability to comply with results satisfactory to Agent. No material adverse change the financial covenant set forth in the businessLoan Documents, operations, Properties, prospects or condition and (financial or otherwiseiii) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements for Company and its Subsidiaries as of a date not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)Date. (km) Agent shall have received reasonably satisfactory evidence that Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with the Transactions. (n) Agent and the Lead Arrangers shall have received a final collateral appraisal and field examination addressed or assigned to each of them and upon which each of them are entitled to rely and to share with potential lenders. Such collateral appraisal and field examination shall be, in each case, satisfactory to Agent and the Lead Arrangers. (o) Borrowers shall have paid all fees and expenses to be paid to Agent Agent, the Lead Arrangers and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (np) Agent shall have received a Borrowing Base Certificate prepared as of the Friday immediately prior to the Closing Date. Upon giving effect to the initial funding of Loans loans and issuance of Letters letters of Creditcredit, the consummation of the Transactions and the payment by Borrowers of all fees and expenses incurred in connection herewith with the Transactions (including but not limited to administrative costs, cure costs, and the funding of cash out options for trade and other unsecured claims but excluding any Delayed Admin Claims), including those payable post-closing, as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00045,000,000. In addition, Agent and the Lead Arrangers shall have received, in form and substance satisfactory to them, a 13-week cash flow statement commencing on the Closing Date and ending 13 weeks thereafter, demonstrating that Availability is not less than $25,000,000 at any time during such 13-week period. (q) (i) Concurrently with the closing of the Senior Credit Facility, the obligations under each of the DIP Facilities shall have been discharged and satisfied in full, all commitments thereunder shall have been terminated, any unexpired letters of credit issued thereunder shall have been returned or collateralized in accordance with the terms of the Plan of Reorganization and all Liens securing the DIP Facilities shall have been released, and Agent and the Lead Arrangers shall have received (x) a payoff letter to that effect from the administrative agent under each of the DIP Facilities and (y) evidence reasonably satisfactory to it of the termination of all UCC financing statement filings relating to the DIP Facilities and (ii) after consummation of the Plan of Reorganization and giving effect to the Transactions, Obligors shall have no outstanding Indebtedness, contingent liabilities or claims against them, except as expressly contemplated by the Plan of Reorganization and expressly permitted under the Loan Documents. (r) Company shall have entered into the Term Loan Facility in an amount not to exceed $145,000,000 on terms acceptable to Agent and the Arrangers. (s) The Confirmation Order shall (i) not have been reversed, vacated, amended, supplemented or otherwise modified in any manner without the written consent of Agent and the Lead Arrangers and (ii) be in full force and effect, unstayed, final and non-appealable and not subject to any appeal, motion to stay, motion for rehearing or reconsideration or a petition for writ of certiorari, unless waived by Agent and the Lead Arrangers in writing in their sole discretion. (t) Agent shall have received evidence of the Delayed Admin Claims as contemplated by Article III.B.3 of the Plan of Reorganization. (i) All conditions precedent to the effectiveness of the Plan of Reorganization shall have been or shall substantially concurrently be satisfied or, with the consent of Agent and the Lead Arrangers, waived, (ii) the effective date of the Plan of Reorganization shall have occurred on or before the Closing Date, (iii) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan of Reorganization in accordance with its terms shall occur substantially contemporaneously with the Closing Date and (iv) the Term Loan Documents, the Intercreditor Agreement and all other documents, agreements and instruments necessary to consummate the Plan of Reorganization on the Effective Date (as defined in the Plan of Reorganization) shall, unless consented to by the Lead Arrangers, be consistent with the Plan of Reorganization and with the final engagement letter and term sheet in respect of the Term Loan Agreement reviewed by the Lead Arrangers prior to the date of the Commitment Letter, exclusive of any changes that do not materially adversely affect the interests of Agent or the Lenders in their capacities as such in connection with this Agreement. (v) Agent and Lenders shall have received all documentation and instruments required by regulatory authorities with respect to Borrowers under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, that has been reasonably requested by Lenders in advance of the Closing Date. (w) Agent shall have received evidence of payoff of that certain Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated as of January 31, 2013, among Company and certain of its Subsidiaries party thereto, as borrowers, the guarantors party thereto, as guarantors, the lenders party thereto, as lenders, and Bayside Finance LLC, as administrative agent.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders there shall not be required no obligation or requirement to fund any requested the initial request for a Loan, issue initial issuance of any Letter of Credit, or otherwise extend initial credit to Borrowers any Credit Party hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor Credit Party shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Government Receivables Deposit Account, Private Deposit Account, Concentration Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesa certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorCredit Party, certifying (i) that attached copies of such ObligorCredit Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified modified, revoked or revoked, and constitute all resolutions adopted with respect to this credit facilitycontradicted by any other resolution; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Credit Party in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx Xxxxxxx LLPXxxxxx & Xxxxx, PLLC, as well as local counsel to Borrowers and Parent in Utah and Michiganthe Credit Parties, each in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each ObligorCredit Party, certified by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorCredit Party, issued by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization and each jurisdiction where such ObligorCredit Party’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersCredit Parties, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of ObligorsCredit Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects event or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082009 that has had or could reasonably be expected to have a Material Adverse Effect. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateMay 31, 2010. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00050,000,000. (l) Agent shall have received evidence that the Borrowers have received the net cash proceeds of the Senior Notes issued in an original principal amount not less than $500,000,000. (m) Agent shall have received evidence that the Debt incurred and outstanding pursuant to the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents have been or concurrently with the Closing Date are being released.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a NoteNote at least one (1) Business Day prior to the Closing Date. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer or the Treasurer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign executing the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fe) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Weil, Gotshal & Xxxxxx LLP, as well as local and Borrower’s general counsel to Borrowers and Parent in Utah and Michiganor assistant general counsel, each in form and substance reasonably satisfactory to Agent. (gf) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hg) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, together with, with respect to property insurance in respect of property constituting Collateral and the general and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as applicable, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ih) Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examinationin all cases, with results reasonably satisfactory to Agent, and (iii) received a reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082013. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nj) Agent shall have received a Borrowing Base Certificate prepared as of January 1, 2014. (k) Agent shall have received an officer’s certificate certifying that neither the Closing Date. Upon giving effect to execution or performance of the initial funding Loan Documents nor the incurrence of Loans and issuance of Letters of Creditany Obligations by Borrower violates the Existing 2018 Senior Secured Notes, and the payment by Borrowers of all fees and expenses incurred Existing 2019 Senior Notes, the Existing 2020 Senior Notes or the Existing 2022 Senior Notes (or, in each case, the indenture executed in connection herewith therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as well as any payables stretched beyond may be reasonably necessary or appropriate to execute the Loan Documents and perform their customary payment practices, Availability shall be at least $20,000,000obligations hereunder and thereunder.

Conditions Precedent to Initial Loans. In addition The obligation of each Lender to make its extension of credit to be made hereunder on the Closing Date is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, satisfaction (or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”waiver by Agent) that each of the following conditions has been satisfiedprecedent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockboxreceived, in form and substancesubstance satisfactory to it, (a) a pro forma balance sheet of Borrowers dated as of the date of closing and giving effect to the US Footwear Acquisition, (b) financial projections of Borrowers, giving effect to the US Footwear Acquisition, evidencing Borrowers' ability to comply with Section 10.3, and with (c) interim financial institutionsstatements for Borrowers and the Target as of January 31, satisfactory to Agent2021. (d) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that after giving pro forma effect to the Loans made hereunder on the Closing Date, the Revolving Loans and other extensions of credit made under the Revolving Loan Facility on the Closing Date and the consummation of the US Footwear Acquisition, (i) EBITDA, for the 12 month period ending on December 31, 2020, using pro forma adjustments satisfactory to Agent, was equal to or greater than $57,500,000 and (ii) the Total Leverage Ratio for Parent and its Subsidiaries, on a consolidated basis, for the 12 month period ending on December 31, 2020, was less than or equal to 3.75:1.0. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans, the Revolving Loans under the Revolving Loan Facility, the consummation of the US Footwear Acquisition and the transactions hereunder, (i) such Borrower Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person those Person(s) that are authorized to sign to, and have signed, the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxxx Xxxxxx Xxxxxx & Xxxxxx XXX, as well as any local counsel to Borrowers and Parent in Utah and MichiganObligors or Agent, each in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s Xxxxxxx's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationfailure to be so qualified would reasonably be expected to result in a Material Adverse Effect. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, all in compliance with the Loan Documents. (j) Each Obligor shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. Agent and each Lender, a duly executed W-9 (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwisesuch other applicable tax form) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Borrower Agent, interim financial statements not more than 30 and all documentation and other information as Agent or any Lender reasonably requests at least 5 days prior to the Closing Date for: in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. (a) Since December 31, 2019, no Borrower Material Adverse Effect shall have occurred and (b) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred. (l) Upon giving effect to the funding of Loans and the extensions of credit under the Revolving Loan Facility, if any, on the Closing Date, the consummation of all transactions contemplated by the Purchase Agreement, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and therewith, (i) Parent and its Subsidiaries on a consolidated basis; Revolver Usage shall not exceed $80,000,000 and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)Availability shall be at least $20,000,000. (km) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. Date (l) The Intercreditor Agreement shall have been duly executed including all fees set forth in the Fee Letter and delivered all fees and expenses of legal counsel to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account DebtorAgent). (n) Agent shall have received evidence satisfactory to it that Borrowers have received all governmental, shareholder and third party consents (including, but not limited to, cl with the Xxxx Xxxxx Xxxxxx Anti-Trust Improvements Act of 1976, as amended) and approvals as may be appropriate in connection with this credit facility, the Term Loan Facility and the transactions contemplated thereby. (o) Substantially concurrently with (or prior to) the making of the Loans, the US Footwear Acquisition shall be consummated in accordance with the terms and conditions of the Purchase Agreement (including all schedules and exhibits thereto and after giving effect to any amendment, modification, supplement or waiver permitted below), and the Purchase Agreement shall not have been amended or otherwise modified or supplemented or any provision or condition therein waived, if such amendment, modification, supplement or waiver would be materially adverse to the interests of the Agent or Lenders (in their capacities as such), without the prior written consent of the Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any change to the definition of Material Adverse Effect (as defined in the Purchase Agreement) as it relates to the Target shall be deemed to be adverse to the interests of the Agent and Lenders in a material respect, (ii) any reduction in the purchase price set forth in the Purchase Agreement shall not be deemed to be materially adverse to the interests of the Agent or Lenders so long as such reduction is applied on a dollar-for-dollar basis to reduce the aggregate amount of the Revolving Loan Facility, and (iii) any increase in the purchase price set forth in the Purchase Agreement shall be deemed to be not materially adverse to the interests of the Agent or Lenders so long as such purchase price increase is funded entirely with cash proceeds from an additional equity investment). (p) Substantially concurrently with the borrowing under this Agreement, the Borrowers shall have repaid and terminated all outstanding debt under that certain Revolving Credit, Guaranty, and Security Agreement dated as of February 13, 2019 among certain of the Obligors and The Huntington National Bank (the "Closing Date Refinancing"). (q) Agent shall have received executed copies of the Revolving Loan Documents, together with a certificate of a Senior Officer certifying that each such document is a true, correct, and complete copy thereof. (r) Agent shall have received a Borrowing Base Certificate prepared as of March 15, 2021, which may reflect the amount of the "deemed Borrowing Base," but shall otherwise conform to the definition of Borrowing Base. (s) Agent shall have received a fully executed Notice of Borrowing for the Term Loans being advanced on the Closing Date. (t) No Default or Event of Default exists. (u) The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as of the Closing Date. Upon Date upon giving effect to the initial funding of Loans the Term Loan, except to the extent that such representations and issuance of Letters of Creditwarranties specifically refer to an earlier date, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability which case they shall be at least $20,000,000true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) as of such earlier date.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Restatement Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings filings, registrations or recordations necessary to perfect its Liens in the Collateral, as well as UCC UCC, PPSA and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is the Company and its Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (in the case of any UK Guarantor, of both its board of directors and its members) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing; (iv) with respect to any UK Guarantor, (A) that the Company and each of its Subsidiaries has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Axx 0000 from that UK Guarantor; and no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of shares in that UK Guarantor and (B) that the attached copy of its “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) is true and complete, and in full force and effect, without amendment except as shown, and (v) with respect to any UK Guarantor, the solvency of such UK Guarantor and the ability of such UK Guarantor to pay its debts as they fall due. (fe) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx (i) Gxxxxxxxx Txxxxxx LLP, US counsel to the Obligors, (ii) Sxxxxxx XxXxxxxx, special New Brunswick counsel to the Canadian Guarantor, (iii) Stikeman Elliott LLP, special Ontario counsel to the Canadian Guarantor, and (iv) Norton Rxxx Xxxxxxxxx LLP, special UK counsel to Agent, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gf) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates (or their equivalents) for each ObligorObligor (other than the UK Guarantor), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hg) (If available in the relevant jurisdiction) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, together with loss payable endorsements naming Agent as lenders loss payee and as additional insured (in the case of Canadian insurance policies, first mortgagee (with respect to the ABL Priority Collateral), and in the case of UK Insurance policies, first loss payee), all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ih) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change change, in the good faith opinion of Agent, in the business, operationsassets, Properties, prospects or liabilities, operations, condition (financial or otherwise) of the Borrowers and the Guarantors, taken as a whole, financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have has occurred since September 30December 28, 20082019. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Restatement Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nj) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateOctober 3, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,0007,000,000. (k) Agent shall have received reasonably satisfactory evidence that all principal, interest, and other amounts owing in respect of the “Term Debt” (as defined in the Existing Credit Agreement) and all other indebtedness for borrowed money of Obligors (other than indebtedness listed on Schedule 10.2.1 hereto) will be repaid in full on the Restatement Date with the proceeds of the initial Loans hereunder on the Restatement Date and any and all Liens securing such indebtedness will be terminated and released on the Restatement Date. (l) With respect to each leased property or warehouse of each Obligor, Agent shall have either (i) received a Lien Waiver with respect to such leased property or warehouse or (ii) established a Rent and Charges Reserve with respect to such leased property or warehouse. (m) Agent shall have received (i) audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 28, 2019, (ii) the internally prepared monthly divisional financial statements of the Company and its Subsidiaries for the months ended January 25, 2020 through August 22, 2020, (iii) a pro forma balance sheet of the Company and its Subsidiaries dated as of the Restatement Date after giving pro forma effect to the transactions contemplated by this Agreement, the repayment in full of existing Debt and the funding of the initial Loans on the Restatement Date and (iv) projections of the consolidated balance sheets, results of operations, cash flow and Availability for the 2020 Fiscal Year on a Fiscal Month basis and for each other Fiscal Year ending prior to the Revolver Termination Date on a Fiscal Year basis. (n) No action, suit, investigation, litigation or proceeding shall be threatened or pending in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect. (o) Agent shall have received satisfactory evidence that the Obligors have received all governmental and third party consents and approvals as may be appropriate in connection with the Loans and the transactions contemplated by this Agreement. (p) Agent shall have received the Initial Brand Appraisal which shall indicate that the Brand NOLV, as of the Restatement Date, is equal to or greater than $15,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers under the Revolver Commitment hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof, including (i) a duly executed Pledge Agreement, along with certificates representing the Pledged Collateral referred to therein accompanied by undated stock powers executed in blank, together with any other documents necessary to create and perfect the security in Equity Interests of the Obligors to the extent required under Section 7.1, (ii) a duly executed Trademark Security Agreement, together with evidence that all actions that Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created thereunder has been taken, including without limitation, filing and recording of such security interests with the appropriate Governmental Authorities, and (iii) a duly executed Release and Termination Agreement. (b) Agent shall have received the duly executed Parent Guaranty. (c) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (cd) Agent shall have received certificates and instruments evidencing the Pledged Collateral existing on the Closing Date accompanied by an undated instrument of assignment executed in blank by the applicable Obligor. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (df) Agent shall have received certificatesa certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, as of the Closing Date (i) such Borrower is the Obligors taken as a whole on a consolidated basis are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsDocuments as of the Closing Date (unless waived by Agent). (eg) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPSxxxxxx Law Firm, P.C., L.L.O., as well as any local counsel to Borrowers and Parent in Utah and MichiganObligors, each in form and substance reasonably satisfactory to Agent. (gi) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hj) Agent shall have received true and certified copies of insurance policies or certificates of insurance insurance, as Agent shall request, for each of the insurance policies required to be carried by Borrowers, all Obligors in compliance accordance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (k) To the extent not previously received, Agent shall have received (i) the audited consolidated balance sheet of Parent and Subsidiaries for the Fiscal Year ended December 31, 2007, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such Fiscal Year, including the notes thereto, (ii) unaudited consolidated financial statements of Parent and Subsidiaries dated as of the last day of the most recently completed month-end for which financial statements are available and the related consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month ending on such date, prepared by management of the Obligors consistent with past practices, and (iii) projections of Parent and the other Obligors, evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3. (l) No Material Adverse Effect shall have occurred. (m) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (jn) Agent shall have receivedreceived an appraisal of all Eligible Revenue Equipment, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (ko) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (np) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateSeptember 22, 2008. Upon After giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00020,000,000 on the Closing Date (after giving effect to the Availability Block and all other reserves). (q) Agent shall be satisfied with the capital structure and Debt of Borrowers and the other Obligors as of the Closing Date and Agent shall have received satisfactory evidence that Borrowers are adequately capitalized, that the fair saleable value of Borrowers’ assets will exceed its liabilities on the Closing Date, and that Borrowers will have sufficient working capital to pay its Debts as they become due. (r) No action, suit, investigation, litigation or proceeding shall be pending or threatened in writing in any court or before any arbitrator or governmental instrumentality that in Agent’s reasonable business judgment could reasonably be expected to have a Material Adverse Effect. (s) To the extent not already provided to Agent, Borrowers shall have provided all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S.A. Patriot Act, to the extent such information is requested at least ten (10) Business Days prior to the Closing Date. (t) Agent shall not have become aware of any material information or other matter not previously known to Agent that in its good faith, reasonable determination is inconsistent in a material and adverse manner with any previous due diligence, information or matter known to Agent, which material information or other matter not previously known to Agent is reasonably likely to have a Material Adverse Effect. (u) Agent shall have received and delivered to the title company for recording in the applicable recording jurisdiction Mortgages for all Eligible Real Estate. (v) Agent shall have received the Real Estate Related Documents for all Eligible Real Estate.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a NoteNote at least one (1) Business Day prior to the Closing Date. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer or the Treasurer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is and its Subsidiaries on a consolidated basis are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has the Obligors have complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign execute the Loan DocumentsDocuments on the Closing Date. Agent and Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fe) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Weil, Gotshal & Xxxxxx LLP, as well as local and Borrower’s general counsel to Borrowers and Parent in Utah and Michiganor assistant general counsel, each in form and substance reasonably satisfactory to Agent. (gf) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hg) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, together with, with respect to property insurance in respect of property constituting Collateral and the general and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as applicable, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ih) Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examinationin all cases, with results reasonably satisfactory to Agent, and (iii) received a reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082016. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nj) Agent shall have received a Borrowing Base Certificate prepared as of July 31, 2017. (k) Agent shall have received an officer’s certificate certifying that neither the Closing Date. Upon giving effect to execution or performance of the initial funding Loan Documents nor the incurrence of Loans and issuance of Letters of Creditany Obligations by Borrower violates the Existing Senior Notes (or, and in each case, the payment by Borrowers of all fees and expenses incurred indenture executed in connection herewith therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as well as any payables stretched beyond may be reasonably necessary or appropriate to execute the Loan Documents and perform their customary payment practices, Availability shall be at least $20,000,000obligations hereunder and thereunder.

Conditions Precedent to Initial Loans. In addition The amendment and restatement of the Existing Agreement pursuant to the conditions set forth in Section 6.2, Lenders terms hereof shall not be required subject to fund any requested Loan, issue any Letter satisfaction of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:(except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) (the date such conditions are satisfied or waived, the “Closing Date”): (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent The Lenders shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, that (i) such Borrower each Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 8 are true and correctcorrect in all material respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ec) Agent The Lenders shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except expect as shown; , (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; , and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fd) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or other appropriate another official of such Obligor’s jurisdiction of organization. Agent The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (he) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have occurred since January 28, 2013. (f) No action, suit, investigation, litigation or proceeding shall have been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Collateral Agent’s judgment (i) could reasonably be expected to have a material adverse effect on Borrowers’ business, operations, Propertiesproperties, prospects or condition (financial or otherwise) of any Obligor or in could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the quality, quantity or value of any Collateral shall have occurred since September 30, 2008transactions contemplated hereby. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (kg) Borrowers shall have paid all legal fees and expenses to be paid to Agent and Lenders on the Closing Date. (lh) The Intercreditor Agreement Revolver Loan Documents and the Second Lien Debt Documents shall have been duly executed and delivered amended in a manner reasonably acceptable to Agent the Lenders in order to permit the incurrence by each the Borrowers of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretionTerm G Loans hereunder. (mi) Agent Lenders shall have received a listing of evidence that the Borrowers’ Account Debtors, including Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the name and address of each such Account Debtor2009 Indenture. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by Agent to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed deposit account control agreements establishing with respect to each Dominion Deposit Account and related lockboxlockbox and Securities Account, in form and substancesubstance reasonably satisfactory to Agent, and with financial institutions, reasonably satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects; and (iv) such Borrower Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; , (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; , and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP& Xxxxx, as well as any local counsel to Borrowers and Parent in Utah and Michiganany Borrower or Borrower Representative, each in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or other appropriate another official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have occurred since January 29, 2011. (j) No action, suit, investigation, litigation or proceeding shall have been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment (i) could reasonably be expected to have a material adverse effect on Borrowers’ business, operations, Propertiesproperties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent could reasonably be expected to materially and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of adversely affect this Agreement or the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)transactions contemplated hereby. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateSeptember 3, 2011. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00040,000,000. (m) Agent shall have received an inventory appraisal, the results of which are reasonably satisfactory to Agent, it being understood that this condition may be satisfied by receiving a reliance letter in favor of Agent with respect to the existing Hilco appraisal. (n) Borrowers shall have received, or shall receive substantially contemporaneously herewith, the proceeds of the Second Lien Debt in the amount of $55,000,000 pursuant to the terms of the Second Lien Debt Documents which shall be in form and substance reasonably satisfactory to Agent. (o) Agent shall have entered into (i) a joinder to the 2009 Debenture Intercreditor Agreement, (ii) the Last-Out Term Loan Intercreditor Agreement, and (iii) the Second Lien Debt Intercreditor Agreement. (p) Without duplication of the foregoing, Agent shall have received those documents, certificates and agreements set forth on the separate closing checklist delivered by Agent to Borrower Representative.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) To the extent required by this Agreement, Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects (without giving effect to any materiality qualifiers contained therein); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a such projections and interim financial statements as Agent may request. (g) Agent shall have received written opinion opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx DLA Piper US LLP, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 20082007. (jk) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect. (l) Agent shall have received, each received all documentation and other information that Agent requires in form order to comply with its obligations under applicable “know your customer” and substance anti-money laundering rules and regulations and such background checks as Agent may require with results satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and Agent in its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)discretion. (km) Agent shall have received such environmental reports and studies as deemed appropriate by Agent and the results of which are satisfactory to Agent in its discretion. (n) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (no) Agent shall have received a Borrowing Base Certificate prepared as of not less than two Business Days prior to the Closing Date. Upon As of the Closing Date and after giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability Obligors shall be at least have not less than $20,000,00065,000,000 in unrestricted consolidated cash. (p) Each of the other documents set forth on the “Closing Checklist” prepared by Agent’s counsel and made available to Borrowers has been duly-executed and delivered, and all other items set forth on such Closing Checklist have been verified or delivered, as applicable, in each case to the satisfaction of Agent.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) Agent shall have received all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentblank. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 that are qualified by materiality are true and correctcorrect and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents (as to each Guarantor, which have modified since, or were not delivered to Agent in connection with, the Existing Agreement) are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received (i) a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as SilvermanAcampora in form and substance satisfactory to Agent and (ii) a written opinion of any local counsel to Borrowers and Parent in Utah and MichiganObligors as Agent may reasonably request, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (li) The Intercreditor ATSCO Acquisition shall be consummated in accordance with the ATSCO Purchase Agreement shall have been duly executed and delivered without any amendments, modifications, waivers or consents thereto that are not reasonably acceptable to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretionAgent. (mj) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Compliance Certificate prepared as of the Closing Date. Upon June 30, 2014 demonstrating that upon giving effect to the initial funding of ATSCO Acquisition and all Loans and issuance of Letters of CreditCredit made or issued in connection therewith or on the Closing Date, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practicestherewith on the Closing Date, Availability shall be at least $20,000,000the Borrowers are in pro forma compliance with the covenants set forth in Section 10.3.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that , unless each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) Agent shall have received all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentblank. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 that are qualified by materiality are true and correctcorrect and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (other than an Immaterial Subsidiary), certifying (i) that such Obligor’s Organic Documents have not been modified or the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received (i) a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPRuskin Moscou Faltischek, as well as P.C. LLP in form and substance satisfactory to Agent and (ii) a written opinion of any local counsel to Borrowers and Parent in Utah and MichiganObligors as Agent may reasonably request, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorObligor (other than an Immaterial Subsidiary), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (li) The Intercreditor Jiffy Acquisition shall be consummated in accordance with the Jiffy Purchase Agreement shall have been duly executed and delivered to Agent by each of the signatories theretowithout any amendments, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtorsmodifications, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect waivers or consents thereto that are not reasonably acceptable to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Agent.

Conditions Precedent to Initial Loans. In addition At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions set forth initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and the Syndication Agent and any fees and expenses payable to the Administrative Agent and the Lenders as previously agreed with Borrower), shall have been paid in Section 6.2full, Lenders and, the Administrative Agent shall not be required have received the following, in form and substance reasonably satisfactory in all respects to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedAdministrative Agent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been the duly executed and delivered to Agent by each counterparts of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement; (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are duly completed Revolving Notes evidencing the only Liens upon the Collateral, except Permitted Liens.Revolving Loan Commitments; (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.the Guaranty Agreements; (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan duly executed Security Documents.; (e) Agent shall have received a certificate of a duly authorized officer Borrower in substantially the form of attached hereto and appropriately completed; (f) certificates of the Secretary or Assistant Secretary of each Obligorof the Credit Parties, attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (g) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) that attached copies the name, title and true signature of each officer of such Obligor’s Organic Documents are true and completeentities executing the Credit Documents, and in full force and effect, without amendment except as shown; (ii) that an attached copy the articles of resolutions authorizing execution incorporation and delivery the bylaws or comparable governing documents of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.entities; (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received certified copies of the charter documents certificate or articles of incorporation of each Obligor, Credit Party certified by the Secretary of State of the jurisdiction of incorporation or other appropriate official organization of such Obligor’s jurisdiction Credit Party, together with certificates of organization. Agent shall have received good standing certificates for each Obligoror existence, issued by as may be available from the Secretary of State of the jurisdiction of incorporation or other appropriate official organization of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent.Credit Party; (i) Agent copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008.expired; (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to agreement by the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each lender of the HRI Group, Refinanced Indebtedness to accept payment in full of all obligations outstanding under the Eldorado Group, the SCP Group, Refinanced Indebtedness and the Tapco Group).termination of all credit facilities relating thereto and to release all Liens securing such obligations; (k) Borrowers shall have paid all fees and expenses certified copies of the documents evidencing and/or securing the intercompany Loans, to be paid to Agent and Lenders on the Closing Date.extent that they exist; (l1) The Intercreditor Agreement shall have been the duly executed and delivered to Agent by each copy of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of Contribution Agreement by the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, Borrower and the payment by Borrowers of all fees and expenses incurred Guarantors, in connection herewith the form attached hereto as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.Exhibit C.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of made all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to AgentAgent (including, without limitation, PNC Bank, National Association). (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the conditions contained in clauses (j), (m), and (p) below have been satisfied; (iv) the representations and warranties set forth in Section 9 are true and correct; and (ivv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shownshown (provided, that the Company shall only be required to deliver a certified copy of the Company’s form of shareholders agreement, as amended, to agent); (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and MichiganBorrowers, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, together with endorsements naming Agent as additional insured and lenders loss payee, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Documents and in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examinationexamination and an examination of Borrower’s material contracts and agreements, with results satisfactory to Agent. . (j) No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2011. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateDecember 4, 2012. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Net Availability on the Closing Date shall be at least $20,000,00012,000,000. (m) Borrowers provide satisfactory evidence that no action, suit, investigation, litigation or proceeding shall be pending or, to its knowledge, threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby. (n) Agent shall have received, in form and substance satisfactory to it, (i) financial projections (prepared on a monthly basis for the 12 months ended December 31, 2012) of Borrowers evidencing Borrowers’ ability to comply with the financial covenants set forth in Section 10.3 hereof (ii) interim financial statements for Borrowers as of a date not more than 30 days prior to the Closing Date. (o) Agent shall be satisfied with Borrowers’ capital structure and indebtedness as of the Closing Date, including Agent’s receipt of satisfactory evidence that Borrowers are adequately capitalized, that the fair saleable value of each of Borrowers’ assets exceeds their liabilities on the Closing Date and that Borrowers have sufficient working capital to pay its debts as they become due. (p) Agent shall have received satisfactory evidence that Borrowers have received all governmental and third party consents and approvals as shall be necessary in connection with this Agreement and the transactions contemplated hereby, including without limitation the consent of Delta Community Credit Union. (q) Agent shall be satisfied with all environmental aspects relating to Borrowers, including a review of all available environmental reports. (r) Agent shall be satisfied that no material disruption of or material adverse change in conditions in the financial, banking or capital markets shall have occurred. (s) Agent shall have received a No Offset Letter signed by the Company and each Person indicated on Schedule 6.1(s). (t) Agent shall have received releases, satisfactions and payoff letters terminating all other Liens on the Collateral (including all such releases related to the Company’s existing credit facility with PNC Bank, National Association), other than Permitted Liens.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Subject to Section 10.1.13 and Section 8.5, Agent shall have received a duly executed Deposit Account Control Agreement with respect to each Obligor's existing Deposit Accounts, as well as duly executed agreements establishing each Dominion Account and related lockbox, all in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions Transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (v) true, complete and correct copies of any documentation evidencing or related to any Subordinated Debt are attached thereto; and (vi) true, complete and correct copies of the Convertible Notes Documents are attached thereto. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxxxx Xxxxx P.C., as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the with respect to each Obligor's property and liability insurance policies carried by Borrowerspolicies, together with a loss payable endorsement naming Agent as a lender's loss payee with respect to each Obligor's property insurance, an additional insured endorsement naming Agent as an additional insured with respect to each Obligor's liability insurance and a notice of cancellation endorsement (or, at Agent’s discretion, other equivalent documentation in lieu of such notice of cancellation endorsement) in favor of Agent with respect to each Obligor's liability insurance, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed and be satisfied with its business, financial and legal due diligence of Obligors, including but not limited to, (i) a field examination of the books, records and operations of Borrowers and a roll-forward of its previous such field examination; (ii) management background review; (iii) receipt of consolidated audited financial statements of Borrowers and Subsidiaries for the last three (3) Fiscal Years; (iv) review of Material Contracts of Borrowers and Subsidiaries; (v) receipt of a pro forma balance sheet of Borrowers and Subsidiaries on a consolidated and consolidating basis, dated as of the Closing Date, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Borrowers and Subsidiaries previously delivered to Agent; (vi) interim financial statements for Borrowers and Subsidiaries on a consolidated and consolidating basis as of a date not more than thirty (30) days prior to the Closing Date; and (vii) monthly financial projections (in Microsoft Excel) of Borrowers and Subsidiaries on a consolidated and consolidating basis for the Fiscal Years ending December 31, 2022 and December 31, 2023, and annual projections (in Microsoft Excel) of Borrowers and Subsidiaries on a consolidated and consolidating basis for the next two (2) Fiscal Years ending December 31, 2024 and December 31, 2025, including balance sheets, income statements, cash flow statements, estimated Borrowing Base and Availability and financial covenant calculations (including Fixed Charge Coverage Ratio calculations, whether or not then required to be tested under the Loan Documents) evidencing Borrowers’ ability to comply with results the financial covenants in the Loan Documents. (j) Agent shall have received an Eligible Inventory Appraisal, in form and substance satisfactory to Agent. . (k) No material adverse change in the business, operationsassets, Propertiesproperties, prospects liabilities, operations or condition (financial of Borrowers and Subsidiaries, taken as a whole, or otherwise) of any Obligor Obligor, or in the quality, quantity or value of any Collateral Collateral, shall have occurred since September 30December 31, 20082021. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (kl) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared Report as of the Closing DateSeptember 30, 2022. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith herewith, as well as any payables stretched beyond their customary payment practices, the sum of (x) Availability on the Closing Date and (y) Qualified Cash of the Borrowers on the Closing Date shall be at least $20,000,00025,000,000. (n) Agent shall have received evidence that the loans and other obligations under the Existing Loan Documentation and under any other agreements with respect to any Debt not permitted pursuant to Section 10.2.1 hereof have been repaid or will be repaid with the initial Loans made hereunder on the Closing Date and the commitments thereunder have been terminated, and the Agent shall have received a customary payoff letter in form and substance reasonably satisfactory to it relating to the termination (or assignment to the Agent) of all mortgages, financing statements, and liens associated therewith. (o) Agent shall have received a copy, certified by a Senior Officer of the Borrower Agent as true and complete, of the Convertible Notes Documents and the documentation evidencing, securing or in any way related to the Subordinated Debt, in each case, including schedules and exhibits thereto and together with all amendments, modifications, supplements and waivers thereto along with subordination agreements, in form and substance satisfactory to the Agent with respect to any Subordinated Debt listed on Schedule 6.1 of the Disclosure Certificate. (p) Agent and Lenders, shall have each received at least 10 Business Days prior to the Closing Date, all documentation and other information about the Obligors required under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Agent and the Lenders at least 10 Business Days prior to the Closing Date. (q) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that, in Agent’s judgment, (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to materially and adversely affect the transactions contemplated by this Agreement and the other Loan Documents. (r) Agent shall be satisfied with the ownership, organizational, legal, tax management, capitalization, and capital structure of Borrowers and Subsidiaries after giving effect to the Transactions. (s) The respective credit committees of each Lender shall have approved the provision of the credit facilities under this Agreement. (t) Agent shall have received evidence that Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with the transactions contemplated by this Agreement and the Loan Documents. (u) Agent shall have received evidence reasonably acceptable to Agent that Borrowers have provided daily written wire instructions to the relevant depository bank to transfer all funds in its Dominion Accounts to Agent for application to the Obligations in accordance with Section 5.7 hereof.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, until the date (“Closing Restatement Date”) that each of the following conditions has been satisfied:satisfied (and with respect to deliveries of Loan Documents, each such delivery shall be fully-executed (where applicable) and in form and substance satisfactory to Agent and its counsel) (subject to Section 10.1.10): (a) Notes shall have been executed by Borrowers each Borrower and delivered to each Applicable Lender that requests issuance of a Note. Each other Loan Document set forth on the List of Closing Documents shall have been duly executed and delivered to Agent (where applicable) by each of the signatories theretothereto and delivered to Agent, and each Obligor Loan Party shall be in compliance with all terms thereof. Each other instrument, document or agreement set forth on the List of Closing Documents shall have been executed (where applicable) and delivered to Agent. (b) Agent shall have received acknowledgments (i) satisfactory evidence that Agent shall have a valid and perfected first priority Lien, security interest in the ABL Priority Collateral (including delivery to Agent of all instruments needed for filings or recordations necessary to perfect its Liens in the Collateral) and (ii) releases, as well as UCC satisfactions and Lien searches and payoff letters terminating all other evidence satisfactory to Agent that such Liens are the only Liens upon on the Collateral, except other than Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockboxUCC, in form and substancePPSA, and with financial institutions, Lien searches and other evidence satisfactory to AgentAgent that its Liens are the only Liens upon the ABL Priority Collateral, except Permitted Liens. (d) All filing and recording fees and taxes shall have been duly paid or arrangements satisfactory to Agent shall have been made for the payment thereof. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Loan Party certifying that, after giving effect to the Transactions and the initial Loans and transactions hereunder, (i) such the Canadian Borrower is and its consolidated Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 with respect to such Loan Party are true and correctcorrect in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); and (iv) such Borrower Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of or other person authorized to represent each ObligorLoan Party, certifying (i) that attached copies of such ObligorLoan Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document have been obtained and are in effect; and (iiiiv) to the title, name and signature of each Person authorized to sign the Loan DocumentsDocuments to which such Loan Party is a party. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fg) Agent shall have received a written opinion satisfactory opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPcounsel to the Loan Parties, as well as in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents) and of appropriate local counsel to Borrowers (including Ontario and Parent in Utah and Michigan, each in form and substance satisfactory to AgentNetherlands counsel). (gh) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. . (i) Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct with respect to the European Borrower, an original extract from the register of business or ownership the chamber of Property necessitates qualificationcommerce. (hj) Since December 31, 2012 no change, occurrence or development shall have occurred or become known to the Lead Arrangers that could reasonably be expected to have a Material Adverse Effect. (k) Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Subsidiaries; and Agent shall have received copies of policies or short form (if available) (i) certificates of insurance for the insurance policies carried by Borrowerswith respect to each Loan Parties’ property and liability insurance, all in compliance with the Loan Documents, together with and (ii) endorsements naming Agent as lender an additional insured or lender’s loss payee or additional insuredmortgagee, as appropriatethe case may be and as its interests may appear, under all casualty and business interruption insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral, in each case, in form and substance reasonably satisfactory to Agent. (il) Agent shall have completed its businessNo action, financial and legal due diligence of Obligorssuit, including a roll-forward of its previous field examinationinvestigation, with results satisfactory to Agent. No material adverse change litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in the business, operations, Properties, prospects Lenders’ judgment (a) could reasonably be expected to have a Material Adverse Effect or condition (financial b) could reasonably be expected to materially and adversely affect the credit facilities or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretiontransactions contemplated hereby. (m) All accrued fees and expenses of the Secured Parties (including the fees and expenses of counsel (including any local counsel) for such Secured Parties) due from the Loan Parties on or prior to the Restatement Date under the Joint Fee Letter and/or the Agent Fee Letter, as applicable, shall have been paid in full in cash. (n) All conditions precedent to the issuance of the Holdings Note Debt shall have been satisfied in accordance with the Holdings Note Documents and the Holdings Note Debt, in principal amount of $175,000,000, shall have been issued in accordance with the terms of and evidenced by the Holdings Note Documents. Agent shall have received a listing certificate of a Senior Officer of Loan Party Agent certifying copies of the Borrowers’ Account Debtorsmaterial Holdings Note Documents attached thereto to be true, including the name correct and address of each such Account Debtorcomplete copies thereof. (no) Agent Each Lender shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans all Patriot Act, anti-money laundering and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred “know your client” documentation required in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000with this Agreement from the Loan Parties.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders Lender shall not be required to fund any requested Loan, issue any Letter of Credit, Credit or otherwise extend credit to Borrowers hereunder, until the date (“"Closing Date”") that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent Lender shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage. (d) Lender shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to AgentLender. (de) Agent Lender shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunderhereunder as well as all of the transactions contemplated under the Marquis SPA Documents and the Mezzanine Debt Documents, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent Lender shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxx Xxxxxxxxx, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Lender, each in form and substance satisfactory to AgentLender. (gh) Agent Lender shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s 's conduct of business or ownership of Property necessitates qualification. (hi) Agent Lender shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent Lender shall have completed its business, financial and legal due diligence of Obligors, including (i) a roll-forward of its previous field examination, (ii) Inventory, Equipment and Real Estate appraisals, and (iii) a review of all material pending or threatened litigation or administrative proceedings and all environmental aspects of Borrowers' business, in each case with results satisfactory to AgentLender. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30January 3, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2015. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders Lender on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateJune 29, 2015. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,0003,000,000. (m) Borrowers shall have obtained consents and approvals from all Governmental Authorities and other third parties that are required by the Marquis SPA. (n) All conditions precedent to the effectiveness of the Marquis SPA shall have been satisfied (and not waived unless Lender shall have approved such waiver in its discretion) and the Marquis Acquisition shall have been consummated on terms and subject to legal documentation acceptable to Lender in its discretion. (o) Lender shall have received copies of the fully-executed Marquis SPA and the Marquis SPA Documents, certified by an officer of Borrower Agent to be true, correct and complete. (p) All conditions precedent to the effectiveness of the Equity Contribution Documents shall have been satisfied (and not waived unless Lender shall have approved such waiver in its discretion) and the Equity Contribution shall have been consummated on terms and subject to legal documentation acceptable to Lender in its discretion. (q) The transactions contemplated by the Mezzanine Debt Documents shall have been consummated on terms and subject to legal documentation acceptable to Lender in its discretion. (r) Agent shall have received copies of the fully-executed Equity Contribution Documents and the Mezzanine Debt Documents, certified by an officer of Borrower Agent to be true, correct and complete, each of which shall be in form and substance acceptable to Lender. (s) Lender shall have received (i) interim financial statements for Borrowers as of May 30, 2015, (ii) projections of Borrower's consolidated balance sheets, results of operations, cash flow and Availability for Fiscal Year 2015, month by month and (iii) all other financial and business information reasonably requested by Lender. (t) Lender shall be satisfied with all aspects of Obligors' corporate, capital and ownership structure and indebtedness. (u) Lender shall have completed all due diligence required for compliance with the PATRIOT Act and other Applicable Law and all background checks.

Conditions Precedent to Initial Loans. In addition At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions set forth initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent as previously agreed with Borrower), shall have been paid in Section 6.2full, Lenders and the Agent shall not be required have received the following, in form and substance reasonably satisfactory in all respects to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedAgent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been the duly executed and delivered to Agent by each counterparts of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement; (b) the duly completed Revolving Credit Notes evidencing the Revolving Credit Commitments, the duly completed Swing Note evidencing the Swing Line Commitment and the duly executed Competitive Bid Notes evidencing the Competitive Bid Facility; (c) receipt by the Agent of evidence that all governmental, shareholder and material third-party consents (including Hart-Xxxxx-Xxxxxx xxxarance) and approvals required in connection with the acquisition of the Acquired Company and the other transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could reasonably be likely to restrain, prevent or impose any material adverse conditions on the acquisition of the Acquired Company or such other transactions or that could reasonably be likely to seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of the Agent could reasonably be likely to have such effect; (d) certificates of the Secretary or Assistant Secretary of the Borrower attaching and certifying copies of the resolutions of the board of directors of the Borrower, authorizing as applicable the execution, delivery and performance of the Credit Documents; (e) certificates of the Secretary or an Assistant Secretary of the Borrower certifying (i) the name, title and true signature of each officer of the Borrower executing the Credit Documents, and (ii) the bylaws of the Borrower; (f) certified copies of the certificate or articles of incorporation of the Borrower and each of its Subsidiaries certified by the Secretary of State and by the Secretary or Assistant Secretary of the Borrower or such Subsidiaries, as appropriate, together -50- 60 with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of the Borrower and each of its Subsidiaries, and each other jurisdiction where the ownership of property or the conduct of its business require the Borrower or its Subsidiaries to be qualified, except where a failure to be so qualified would not have a Materially Adverse Effect; (g) certificate of Borrower in substantially the form of Exhibit I attached hereto and appropriately completed; (h) there shall not have been any Material modification, amendment, supplement or waiver to the Purchase Agreement without the prior written consent of the Agent, including, but not limited to, any Material modification, amendment, supplement or waiver relating to the amount or type of consideration to be paid in connection with the acquisition of the Acquired Company and the contents of all disclosure schedules and exhibits, the acquisition of the Acquired Company shall have been consummated substantially in accordance with the terms of the Purchase Agreement; and Agent shall have received acknowledgments a copy of the final Purchase Agreement, together with all exhibits and schedules thereto, certified by an Executive Officer of the Borrower; (i) the favorable opinion of (a) Robexx XxXxxxxx, Xxquire, corporate counsel to the Borrower and its Subsidiaries as to certain corporate matters, and (b) King & Spalding, counsel to the Borrower and its Subsidiaries as to certain matters, in the form of Exhibits J-1 and J-2, respectively, in each case addressed to the Agent and each of the Lenders; (j) copies of all documents and instruments, including all consents, authorizations and filings, required under the articles or certificate of incorporation and bylaws or other organizational or governing documents, under any Requirement of Law or by any material Contractual Obligation of the Borrower and its Subsidiaries, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings or recordations necessary to perfect its Liens and orders shall be in the Collateral, as well as UCC full force and Lien searches effect and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.all applicable waiting periods shall have expired; and (ck) any other document, opinion or certificate reasonably requested by the Agent shall have received duly executed agreements establishing each Dominion Account and related lockboxthe Lenders assuring the Agent and the Lenders that all corporate proceedings and all other legal matters in connection with the authorization, in form legality, validity and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, enforceability of the Credit Documents are in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsLenders. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“"Closing Date”") that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) [Intentionally omitted]. (d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower 1 certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such each Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such each Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPCoie, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s 's conduct of business or ownership of Property necessitates qualification. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082014. (jk) Agent shall have receivedreceived interim financials for Borrowers since the last audited financials in December 31, each in form and substance satisfactory to Agent2014 through August 31, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2015. (kl) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared Report as of the Closing DateSeptember 30, 2015. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Lender making the initial Loans hereunder: (a) Notes Lender shall have been executed received evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and first priority, and only security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) All requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Borrowers Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) No material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender's latest field examination and delivered no change or event shall have occurred which would impair the ability of Borrower or any Obligor to each perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender that requests issuance to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a field review of a Note. Each the Records and such other Loan Document information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower, the results of which shall be satisfactory to Lender, not more than three (3) business days prior to the date hereof; (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including acknowledgments by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (f) Lender shall have received evidence of insurance and lender loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as lender loss payee; (g) Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrower with respect to the Financing Agreements and such other matters as Lender may reasonably request; (h) The Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesLender, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Lender; (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent Lender shall have received a certificate of a duly authorized officer of each Obligortitle insurance reports and insurance issued thereunder, certifying (i) that attached copies of such Obligor’s Organic Documents are true commitments, financing statements, surveys and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery flood plain certificates of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.Real Property; (fj) Agent Lender shall have received a written opinion the Deeds of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPTrust, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.Lender, duly executed by Borrower; (gk) Agent Lender shall have received copies collateral assignments of life insurance policies (including assignment of cash values) owned by Borrower on the charter documents life of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.James C. Kostelni; (hl) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent Lender shall have received, each in form and substance xx xxxx xxx xxxstance satisfactory to AgentLender, interim financial statements not more than 30 days prior the Subordination Agreement(s) between Lender and any holder of Subordinated Debt, as acknowledged and agreed to by Borrower, providing for subordination of such indebtedness to the Closing Date for: prior, full and final payment of all Obligations and further providing for such parties' relative rights and priorities with respect to the assets and properties of Borrower (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Groupincluding, without limitation, the Eldorado GroupCollateral) and related matters, the SCP Groupduly authorized, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each such holder of the signatories thereto, Subordinated Debt and be in form and substance satisfactory to each Lender in their sole discretion.Borrower; and (m) Agent shall have received a listing of the Borrowers’ Account DebtorsThe Excess Availability, including the name as determined by Lender on and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon date hereof, shall be not less than Five Hundred Thousand Dollars ($500,000) after giving effect to any Revolving Loans made on the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000date hereof.

Conditions Precedent to Initial Loans. In addition The obligation of Lenders to make the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until Loans on the date (“Closing Date”) that each hereof is subject to Agent's receipt of the following items as conditions has been satisfiedprecedent: (a) the Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been Documents duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Borrower; (b) Agent shall have received acknowledgments all counterpart originals of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC this Agreement executed by Lenders and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.Borrower; (c) Agent shall have received duly executed agreements establishing each Dominion Account resolutions of Borrower's board of directors authorizing the Borrowings and related lockboxthe execution, in form delivery and substanceperformance of this Agreement, the Notes and with financial institutions, satisfactory to Agent.any other Loan Documents; (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer certificate of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, incumbency which (i) such certifies the names of the officers of Borrower is Solvent; authorized to sign this Agreement, the Notes and any other Loan Documents and (ii) contains the true signature of each such officer; (e) consent and confirmation of Guarantors (attached hereto) as to the continued effectiveness of the Guaranties previously executed; (f) resolutions of each Guarantor's board of directors authorizing the Guaranties and the execution, delivery and performance of any other document relating to such Guaranties; (g) a certificate of incumbency which (i) certifies the names of the officers of each Guarantor authorized to sign the Guaranties and (ii) contains the true signature of each such officer; (h) consent of subordinated creditor (attached hereto) from Irwix Xxxxxx xx to the Subordinated Indebtedness; (i) a certificate signed by an Authorized Person that (i) no Default or Event of Default exists; has occurred and is continuing or will result from the making of the Loans, and (iiiii) the representations and warranties set forth of Borrower contained in Section 9 are true 5 hereof and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under in the other Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and completecorrect as of the date hereof, with the same effect as though made on the date hereof; (j) all fees and in full force and effectexpenses (including, without amendment except limitation, reasonable fees and expenses of its counsel) in respect of this Agreement; (k) all required Guaranties and security instruments therefor; and (l) title insurance policies for all real property pledged to secure the Loans, in such amounts and form as shown; required by Lenders; (iim) that an attached copy receipt by Agent of resolutions authorizing execution any and delivery all other documents, instruments or agreements in respect of the transactions evidenced and/or contemplated by the Loan Documents is true and complete, deemed reasonable by Borrower and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facilityLenders; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.and (fn) Agent shall have received a favorable written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPcounsel for Borrower, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory acceptable to Agent. (g) Agent shall have received copies Lenders, in respect of the charter documents of each Obligor, certified transactions contemplated by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationthis Agreement. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes Agent shall have been received, in form and substance satisfactory to Agent and Lenders, the following (i) Notes, duly executed by Borrowers and delivered to each the extent any Lender that requests has requested issuance of a Note. Each ; (ii) photocopies of all Pledged Collateral delivered to the Term Loan Agent. (iii) Mortgages duly executed, acknowledged and delivered by the Company in form suitable for filing or recording in all filing or recording offices necessary in order to create a valid Lien on the property described therein in favor of Agent for the benefit of the Secured Parties, together with (for each property subject to a Mortgage): (A) evidence that all filing, documentary, stamp, intangible and recording taxes and fees have been paid; (B) a duly executed Environmental Agreement; and (C) copies of title policies, surveys, environmental and engineering, soils and other reports and material documents and agreements delivered to the Term Loan Agent under the Term Loan Facility in connection any mortgage thereunder of the property subject to the Mortgage; (iv) Lien Waivers, Deposit Account Control Agreements and each other Loan Document shall have been required hereunder and set forth on the closing list delivered to the Company by Agent, duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.; (bv) The Intercreditor Agreement, duly executed and delivered by the Term Loan Agent shall have received and the Company; (vi) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.; (cvii) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, certificates from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.; (eviii) Agent shall have received a A certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.; (fix) Agent shall have received a favorable written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxx Day, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory relating to Agent.the Loan Documents; (gx) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received , and good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.; (hxi) Agent shall have received copies of (A) a report of Xxxxx-XxXxxx, LLC as to insurance policies and coverages maintained, or to be maintained after giving effect to the Transactions, by Holdings and the Subsidiaries and (B) policies or certificates of insurance for the insurance policies carried by Borrowers, together with standard lenders’ loss payable endorsement, all in compliance with the Loan Documents; (xii) a Borrowing Base Certificate; (xiii) the Supporting Letter of Credit; (xiv) an operating forecast setting forth the Borrowers’ working capital accounts, together including a detailed calculation of the Borrowing Base and available cash, prepared on a daily pro forma basis after giving effect to the Valero Acquisition, for the two week period following the Closing Date; (xv) an environmental assessment report from RMT, Inc., which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with endorsements naming Agent as lender loss payee any facilities of Holdings, the Company or additional insuredany of their respective Subsidiaries, as appropriateand Lenders shall be satisfied with the nature and amount of any such matters and with Holdings’ and the Company’s plans with respect thereto; (xvi) UCC-3 terminations and all other release and termination documents terminating or releasing all Liens on Collateral other than Permitted Liens; (xvii) copies of the Stock Purchase Agreement, each the Merger Agreement, the Offtake Agreement and the Term Loan Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lenders, certified as true and correct by a Senior Officer of the Borrower Agent; (xviii) certified copies of a certificate of merger from the Secretary of State of the State of Delaware or other confirmation satisfactory to the Lenders of the consummation of the Merger substantially contemporaneously with the making of the initial Loans hereunder; and (xix) the IDB Consents. (b) No changes or developments shall have occurred, and no new or additional information shall have been received or discovered by Agent or the Lenders regarding Holdings, the Company or the Acquired Company and their respective Subsidiaries or the Transactions after November 30, 2007 that (i) Agent shall either individually or in the aggregate could reasonably be expected to have completed its business, financial a Material Adverse Effect or (ii) materially and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in adversely affects (A) the business, assets, properties, liabilities, operations, Propertiesconditions or prospects of the Acquired Company, prospects (B) the Transactions or condition (financial or otherwiseC) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008Collateral. (jc) Agent the Valero Acquisition shall have receivedbeen consummated substantially contemporaneously with the making of the initial Loans hereunder, each in form and substance satisfactory on terms acceptable to Agent, interim financial statements not more than 30 days prior to the Closing Date for: including (i) Parent and its Subsidiaries on a consolidated basis; and satisfactory legal documentation, (ii) Parent Agent’s satisfaction with Holding’s and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI GroupCompany’s corporate, capital and ownership structures after giving effect to the Eldorado Group, the SCP GroupValero Acquisition, and (iii) receipt by the Tapco Group)Company of all government, shareholder and third party consents (including Xxxx-Xxxxx-Xxxxxx clearance) deemed necessary or appropriate by Agent. (kd) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the Transactions, including initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practicesherewith, Availability shall be at least $20,000,000. (e) The Company shall have received (i) cash proceed of not less than $270,000,000 from the funding of the Term Loan Facility after deduction of any original issue discount and payment of costs and expenses and before funding the Crack Spread Hedge Agreement Cash Collateral and (ii) cash proceeds of not less than $100,000,000 from the Holdings Contribution, which Holdings shall have transferred to the Company as a contribution to the common equity of the Company. (f) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (g) There shall not have occurred since June 11, 2008 a material disruption of or material adverse change in conditions in the financial, banking or capital markets.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit B which have been executed on behalf of such Obligor and delivered to such Obligor’s credit card clearinghouses and processors listed on Schedule 6.1(d); and (e) Agent shall have entered into a Deposit Account Control Agreement satisfactory in form and substance to Agent with each depository institution maintaining a Dominion Account. (f) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (eg) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Irell & Xxxxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gi) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hj) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (k) Each Borrower shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentAgent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Borrower. (il) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any the Collateral (taken as a whole) shall have occurred since September 3027, 20082020. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (km) Borrowers shall have paid to Agent and Lenders all fees and expenses that are required to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared Report as of the Closing DateNovember 29, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any trade payables stretched beyond their in excess of trade payables that are outstanding in amounts and duration consistent with customary payment practiceshistorical and ordinary course practice, Availability shall be at least $20,000,00030,000,000.

Conditions Precedent to Initial Loans. In addition At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions set forth initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and any fees and expenses payable to the Administrative Agent as previously agreed with Borrower), shall have been paid in Section 6.2full, Lenders and the Administrative Agent shall not be required have received the following, in form and substance reasonably satisfactory in all respects to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedAdministrative Agent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been the duly executed and delivered to Agent by each counterparts of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement; (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateralduly completed Revolving Credit Notes evidencing the Revolving Credit Commitments, as well as UCC the duly completed Swing Line Note evidencing the Swing Line Commitment, and Lien searches and other evidence satisfactory to Agent that such Liens are duly completed Term Notes evidencing the only Liens upon the Collateral, except Permitted Liens.Term Loan Commitments; (c) Agent shall have received all required, duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.Subsidiary Guaranties; (d) certificates of the Secretary or Assistant Secretary of the Borrower attaching and certifying copies of the resolutions of the board of directors of the Borrower, and each Subsidiary Guarantor providing a required Subsidiary Guarantee, authorizing as applicable the execution, delivery and performance of the Credit Documents; (e) certificates of the Secretary or an Assistant Secretary of the Borrower certifying (i) the name, title and true signature of each officer of the Borrower executing the Credit Documents, and (ii) the bylaws of the Borrower and each Subsidiary Guarantor; (f) certified copies of the certificate or articles of incorporation of the Borrower and each of its Subsidiaries certified by the Secretary of State and by the Secretary or Assistant Secretary of the Borrower or such Subsidiaries, as appropriate, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of the Borrower and each of its Subsidiaries, and each other jurisdiction where the ownership of Property or the conduct of its business require the Borrower or its Subsidiaries to be qualified, except where a failure to be so qualified would not have a Materially Adverse Effect; (g) closing certificate of Borrower in substantially the form of Exhibit G attached hereto and appropriately completed; (h) the favorable opinion of corporate counsel to the Consolidated Companies as to certain matters, in the form of Exhibit H, in each case addressed to the Administrative Agent and each of the Lenders; (i) copies of all documents and instruments, including all consents, authorizations and filings, required under the articles or certificate of incorporation and bylaws or other organizational or governing documents, under any Requirement of Law or by any material Contractual Obligation of the Consolidated Companies, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall have received certificatesbe in full force and effect; (j) any other document, opinion or certificate reasonably requested by the Administrative Agent and the Lenders assuring the Administrative Agent and the Lenders that all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents are in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is SolventLenders; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group).and (k) Borrowers a certificate from an Executive Officer of the Borrower certifying that the first Advance under the Revolving Credit Commitments shall have paid be used to cancel and pay in full all fees Prior Revolving Credit Debt and expenses that the proceeds of the Term Loan Facility shall be used to be paid to Agent cancel and Lenders on the Closing Date.pay in full all Prior Term Debt; and (l) The Intercreditor Agreement shall have been duly executed the acquisition and delivered to Agent by each plan of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect merger documents with respect to the initial funding acquisition of Loans Xxxxx'x Roadhouse, Inc. and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000other documents with respect thereto that Administrative Agent reasonably requests.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, provided that such acknowledgments and documentation necessary to perfect its Liens on any Belgian Inventory under Belgian law, in form and substance satisfactory to Agent, may be delivered to Agent in accordance with the Post-Closing Side Letter. (c) Agent shall have received the Related Real Estate Documents for 0000 Xxxxxxx Xxxx, Aiken, South Carolina and 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, which shall all be in form and substance satisfactory to Agent, provided that all or some of such documents may be delivered to Agent in accordance with the Post-Closing Side Letter. (d) Agent shall have received duly executed agreements Deposit Account Control Agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent, provided that such agreements may be delivered to Agent in accordance with the Post-Closing Side Letter. (de) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 and Section 14.13 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received written opinions of Ropes & Xxxx LLP, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPBelgian counsel with respect to Belgian Inventory, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance reasonably satisfactory to Agent, provided that such opinion may be delivered to Agent in accordance with the Post-Closing Side Letter. (gi) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates as of a recent date, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and, to the extent applicable with respect to each of the Borrowers, foreign qualification certificates issued by the Secretaries of State of Pennsylvania and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationSouth Carolina. (hj) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ik) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082011. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (kl) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateJune 8, 2012. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practicesherewith, Excess Availability shall be at least $20,000,00015,000,000. (n) The Reaffirmation of Intercreditor Agreement and the DB Acknowledgement Agreement shall have been executed and delivered to Agent.

Conditions Precedent to Initial Loans. In Subject to Section 10.1.11, in addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a NoteNote at least one (1) Business Day prior to the Closing Date. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer or the Treasurer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign executing the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fe) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Weil, Gotshal & Xxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and MichiganBorrower’s general counsel, each in form and substance reasonably satisfactory to Agent. (gf) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hg) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, together with, with respect to property insurance in respect of property constituting Collateral and the general and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as applicable, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ih) Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examinationin all cases, with results reasonably satisfactory to Agent, and (iii) received a reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082010. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nj) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateApril 28, 2011. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000500,000,000. (k) Agent shall have received an officer’s certificate certifying that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrower violates the Existing 2020 Senior Notes (or the indenture executed in connection therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as may be reasonably necessary or appropriate to execute the Loan Documents and perform their obligations hereunder and thereunder. (m) Agent shall have received a duly executed tri-party collateral assignment of the intellectual property license by which Borrower licenses the intellectual property from AK Properties, LLC used in the manufacturing, marketing, distribution and sale of Inventory (provided such assignment to Agent shall be limited to the rights to use such intellectual property to manufacture, process and sell the Inventory), in form and substance satisfactory to Agent. (n) Agent shall have received a duly executed payoff letter with respect to the Existing Loan Agreement, in form and substance satisfactory to Agent.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders there shall not be required no obligation or requirement to fund any requested the initial request for a Loan, issue initial issuance of any Letter of Credit, or otherwise extend initial credit to Borrowers any Credit Party hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedsatisfied or waived: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor Credit Party shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Government Receivables Deposit Account, Private Deposit Account, Concentration Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesa certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorCredit Party, certifying (i) that attached copies of such ObligorCredit Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified modified, revoked or revoked, and constitute all resolutions adopted with respect to this credit facilitycontradicted by any other resolution; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Credit Party in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx Xxxxxxx LLPXxxxxx & Xxxxx, PLLC, as well as local counsel to Borrowers and Parent in Utah and Michiganthe Credit Parties, each in form and substance reasonably satisfactory to the Agent. (g) Agent shall have received copies of the charter documents of each ObligorCredit Party, certified by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorCredit Party, issued by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization and each jurisdiction where such ObligorCredit Party’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersCredit Parties, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of ObligorsCredit Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects event or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082013 that has had or could reasonably be expected to have a Material Adverse Effect. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateMay 31, 2014. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00050,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders Lender shall not be required to fund any requested Loan, issue any Letter of Credit, Credit or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent Lender shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to AgentLender. (d) Agent Lender shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the titlename, name title and signature of each Person authorized to sign the Loan Documents. Agent Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent Lender shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxx Xxxxxx s.c., as well as any local counsel to Borrowers and Parent in Utah and Michiganor Lender, each in form and substance satisfactory to AgentLender. (g) Agent Lender shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such 44 Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent Lender shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (i) Each Borrower shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentLender, all documentation and other information as Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Lender in relation to such Borrower. (ij) Agent Lender shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to AgentLender. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30March 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2020. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders Lender on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.45

Conditions Precedent to Initial Loans. In addition The obligation of each ------------------------------------- Lender to make its initial Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Agent shall have received acknowledgments on or before the day of all filings or recordations necessary the initial Borrowing the following, each dated such day (except for the document referred to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. clause (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesii)), in form and substance satisfactory to itthe Agent and (except for the Notes) in sufficient copies for each Lender; (i) The Notes issued by the Borrowers to the order of each Lender; (ii) Copies of the Articles, from a knowledgeable Senior Officer Certificate of Incorporation, partnership agreement or other organizational document of each Borrower certifying thatand the Subsidiary Guarantor, after giving effect to certified as of a recent date by the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default Secretary of State of its state of formation or Event of Default exists; incorporation; (iii) Copies of the representations Bylaws, if any, of each Borrower and warranties set forth in Section 9 are true and correct; and the Subsidiary Guarantor, certified by the Secretary or an Assistant Secretary of such Borrower or the Subsidiary Guarantor; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under Copies of resolutions of the Loan Documents. (e) Agent shall have received a certificate Board of a duly authorized officer Directors or other authorizing documents of each ObligorBorrower and the Subsidiary Guarantor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of approving the Loan Documents is true and completethe Borrowings hereunder, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified certified by the Secretary or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature an Assistant Secretary of each Person Borrower or the Subsidiary Guarantor; (v) An incumbency certificate executed by the Secretary or an Assistant Secretary of each Borrower and the Subsidiary Guarantor or equivalent document, certifying the names and signatures of the officers of such Borrower, the Subsidiary Guarantor or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all Loan Documents. Agent ; (vii) A pro forma Compliance Certificate as of the end of June, 1997; and (viii) A favorable opinion of counsel to the Borrowers and the Subsidiary Guarantor, in such form and substance, and with respect to such matters, as any Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writingreasonably request. (fb) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) The Borrowers shall have paid to the Agent, for distribution (as appropriate) to the Agent and the Lenders, all fees and expenses payable on or prior to be paid to Agent and Lenders on the Closing Date. (lc) The Intercreditor All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall have been duly executed and delivered to Agent by each of the signatories theretobe reasonably satisfactory in content, and be in form and substance satisfactory to the Agent and its counsel, and each Lender in their sole discretion. (m) Lender, and the Agent and the Agent's counsel shall have received a listing of any and all further information and documents which the Borrowers’ Account Debtors, including the name and address of each Agent or such Account Debtor. (n) Agent shall counsel may reasonably have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred requested in connection herewith as well as any payables stretched beyond their customary payment practicestherewith, Availability shall such documents where appropriate to be at least $20,000,000certified by proper corporate or governmental authorities.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, -127- or otherwise extend credit to the Borrowers hereunder, until the date (“Closing Third Restatement Date”) that each of the following conditions has been satisfied:satisfied (and with respect to deliveries of Loan Documents, each such delivery shall be fully-executed (where applicable) and in form and substance satisfactory to Agent and its counsel) (subject to Section 10.1.13): (a) Notes shall have been executed by Borrowers each Borrower and delivered to each Applicable Lender that requests issuance of a Note. Each other Loan Document set forth on the List of Closing Documents shall have been duly executed and delivered to Agent (where applicable) by each of the signatories theretothereto and delivered to Agent, and each Obligor Loan Party shall be in compliance with all terms thereof. Each other instrument, document or agreement set forth on the List of Closing Documents shall have been executed (where applicable) and delivered to Agent. (b) Agent shall have received acknowledgments satisfactory evidence that Agent shall have a valid and perfected security interest in the Collateral (including delivery to Agent of all instruments needed for filings or recordations necessary to perfect its Liens in the Collateral). (c) Agent shall have received UCC, as well as UCC PPSA, and Lien searches and other evidence satisfactory to Agent that such its Liens are the only Liens upon the ABL Priority Collateral, except Permitted Liens. (cd) All filing and recording fees and taxes shall have been duly paid or arrangements satisfactory to Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentbeen made for the payment thereof. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Loan Party certifying that, after giving effect to the Transactions and the initial Loans and transactions hereunder, (i) such the Canadian Borrower is and its consolidated Restricted Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Restricted Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 with respect to such Loan Party are true and correctcorrect in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); and (iv) such Borrower Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of or other person authorized to represent each ObligorLoan Party, certifying (i) that attached copies of such ObligorLoan Party’s Organic Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document have been obtained and are in effect; and (iiiiv) to the title, name and signature of each Person authorized to sign the Loan DocumentsDocuments to which such Loan Party is a -128- party. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fg) Agent shall have received a written opinion satisfactory opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPcounsel to the Loan Parties, as well as in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents) and of appropriate local counsel to Borrowers (including Ontario and Parent in Utah and Michigan, each in form and substance satisfactory to AgentNetherlands counsel). (gh) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. . (i) Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct with respect to the European Borrower, an original extract from the register of business or ownership the chamber of Property necessitates qualificationcommerce. (hj) Since December 31, 2015 no change, occurrence or development shall have occurred or become known to the Lead Arrangers that could reasonably be expected to have a Material Adverse Effect. (k) Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Restricted Subsidiaries; and Agent shall have received copies of policies or short form (if available) (i) certificates of insurance for the insurance policies carried by Borrowerswith respect to each Loan Parties’ property and liability insurance, all in compliance with the Loan Documents, together with and (ii) endorsements naming Agent as lender lender’s loss payee or additional insuredmortgagee, as appropriatethe case may be and as its interests may appear, under all casualty and business interruption insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral, in each case, in form and substance reasonably satisfactory to Agent. (il) Agent shall have completed its businessNo action, financial and legal due diligence of Obligorssuit, including a roll-forward of its previous field examinationinvestigation, with results satisfactory to Agent. No material adverse change litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in the business, operations, Properties, prospects Lenders’ judgment (a) could reasonably be expected to have a Material Adverse Effect or condition (financial b) could reasonably be expected to materially and adversely affect the credit facilities or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretiontransactions contemplated hereby. (m) All accrued fees and expenses of the Secured Parties and Lead Arrangers (including the fees and expenses of counsel (including any local counsel) for such Secured Parties and Lead Arrangers) due from the Loan Parties on or prior to the Third Restatement Date, including all fees payable to Agent under the Agent Fee Letter, shall have been paid in full in cash. (n) All conditions precedent to the closing of the Fixed Asset Facility shall have been satisfied in accordance with the Permitted Secured Debt Documents to be executed on the Third Restatement Date. Agent shall have received a listing certificate of a Responsible Officer of Loan Party Agent certifying copies of the Borrowers’ Account Debtorsmaterial Permitted Secured Debt Documents to be executed on the Third Restatement Date attached thereto to be true, including the name correct and address of each such Account Debtorcomplete copies thereof. (no) The Senior Unsecured Notes Issuance shall have been consummated substantially concurrently with the Third Restatement Date. -129- (p) Each Lender shall have received all Patriot Act, anti-money laundering and “know your client” documentation required in connection with this Agreement from the Loan Parties. (q) Agent shall have received a Borrowing Base Certificate prepared as executed releases with respect to all outstanding mortgages in favor of the Closing Date. Upon giving effect to Agent under the initial funding Existing Credit Agreement. (r) Each of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability Lenders shall be at least $20,000,000have entered the Reallocation Agreement.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Lender making the initial Loans hereunder: (a) Notes Lender shall have been received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination of any interest in and to any assets and properties of Borrower duly authorized, executed and delivered, including, but not limited to, UCC termination statements for all UCC financing statements and Lender shall have satisfied itself that it has valid, perfected and first priority security interests in and liens upon the Collateral and any other property which is intended as security for the Obligations, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Borrowers Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (c) no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender's latest field examination and delivered no change or event shall have occurred which would impair the ability of Borrower or any Obligor to each perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a field review of the Records and of such other financial information, projections, budgets, business plans, cash flows as Lender shall reasonably request from time to time, including, but not limited to, current agings of receivables, current perpetual inventory records and/or rollforwards of Accounts and Inventory through the date of closing, together with supporting documentation, including documentation with respect to Inventory in-transit, goods in bonded warehouses or at other third-party locations, that requests issuance will enable Lender to accurately identify and verify the Inventory at or before the date hereof in a manner satisfactory to Lender, the results of which shall be satisfactory to Lender; (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, agreements regarding customer rebates and customer discounts, agreements regarding slotting fees, agreements with major customers of Borrower, acknowledgments by mortgagees of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (f) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; (g) Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrower with respect to the Purchase Agreement, the Financing Agreements, the security interests and liens of Lender with respect to the Collateral and such other matters as Lender may request; (h) Aggregate Excess Availability as determined by Lender as of the date hereof, shall be not less than Three Million Dollars ($3,000,000) after giving effect to the initial Loans made or to be made hereunder, the initial Loans (as defined under the DEY Loan Agreement) and the payment of all fees and expenses payable xxon the consummation of the initial transactions contemplated by this Agreement and the DEY Loan Agreement; (i) Lender shall have received, in foxx and substance satisfactory to Lender and its counsel, the assignment of all of Borrower's rights in registered patents, trademarks, service marks and copyrights, as Collateral hereunder, on Lender's standard forms of Collateral Assignments; (j) Lender shall have received, in form and substance satisfactory to Lender, an executed copy of a Note. Each Blocked Account agreement, pursuant to Section 6.3(a) hereof, among Lender, Borrower and Imperial Bank; (k) Lender shall have received the DEY Guaranty and the UCS Guaranty, each in form and substance satisfxxxory to Lender; (l) the other Loan Document Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesLender, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.Lender; (em) Agent Lender shall have received a certificate of a duly authorized officer of each Obligorreceived, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.Lender, evidence that (i) the Purchase Agreements have been duly executed and delivered by and to the appropriate parties thereto, (ii) the transactions contemplated under the terms of the Purchase Agreements have been consummated prior to or contemporaneously with the execution of this Agreement and (iii) provisions have been incorporated into the Purchase Agreements which provide that any sums refunded or otherwise returned by Seller to Borrower or any Affiliate, whether from an escrow agent or otherwise, shall be wired directly to Lender; (gn) Agent Lender shall have received received, copies of all Slotting Contracts and performed a review thereof, the charter documents results of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent which shall be satisfactory to Lender; (o) Lender shall have received good standing certificates for each Obligorreceived, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent Lender, the Subordination Agreement executed by Seller and any other holders of a security interest in Borrower's assets shall have completed its businessterminated such security interests or have executed intercreditor and subordination agreements for the benefit of Lender, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group).Lender; (kp) Borrowers Lender shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories theretoreceived, and be in form and substance satisfactory to each Lender, a consolidated and consolidating pro-forma balance sheet of Borrower reflecting the initial transactions contemplated hereunder, including, but not limited to, (i) the consummation of the acquisition of the Purchased Stock by DAC from Seller and the other transactions contemplated by the Purchase Agreements and (ii) the Loans provided by Lender to Borrower on the date hereof and the use of the proceeds of the initial Loans as provided herein, accompanied by a certificate, dated of even date herewith, of the chief financial officer of Borrower, stating that such pro-forma balance sheet represents the reasonable, good faith opinion of such officer as to the subject matter thereof as of the date of such certificate; (q) Lender shall have received, in form and substance satisfactory to Lender, evidence that Borrower and DEY have collectively received net cash proceeds from cash equity caxxxal contributions or loans (provided that such debt is subordinated to the interests of Lender in their sole discretion.a manner satisfactory to Lender) to Borrower and/or DEY of not less than Seven Million Dollars ($7,000,000), exclusive ox xny contributions from RDA Financing, and such proceeds have been applied to part of the cash portion of the purchase price of the Purchased Stock payable pursuant to the Purchase Agreements; (mr) Agent Lender shall have received, in form and substance satisfactory to Lender, the agreement of Seller consenting to the collateral assignment by Borrower or any Obligor to Lender of all of Borrower's and such Obligor's rights and remedies and claims for damages and other relief under the Purchase Agreements and granting Lender such other rights as Lender may require, duly authorized, executed and delivered by Seller; (s) the period for review of the transactions contemplated by the Purchase Agreements shall have expired without the taking of any actions adverse to such transactions by the United States Department of Justice and each representation and warranty contained in Section 8.13(b) hereof shall be true and correct; (t) Lender shall have received a listing copy of the Borrowers’ Account DebtorsLease for the facility located at 674 Via de la Valle in Solana Beach, including the name and address of each such Account Debtor.California between UCS as Lessex xxx Xxxxxxxxx Xxxxxxxxxx, LLC as Lessor; (nu) Agent Lender shall have received, the DEY Loan Agreement, in form and substance satisfactory to Lender; (v) each condition precedent contained in the DEY Loan Agreement shall have been fulfilled to Lender's satisfactiox; (w) Lender shall have received a Borrowing Base Certificate prepared an opinion letter from Houlihan Lokey Howard & Zukin with respect to Borrower's solvency anx xxxx xtxxx xxxxxxx as Xxxxxr may request, in form and substance satisfactory to Lender in its sole discretion; (x) Lender shall have received from Borrower copies of the Closing Date. Upon giving effect all financial statements, balance sheets, cash flow projections or other such information of Borrower or its Affiliates provided to Houlihan Lokey Howard & Zukin for purposes of or in connection with xxxx xxxnxxx xxxxxxxx wixx x letter from Borrower's Chief Financial Officer, in form and substance satisfactory to Lender, representing and warranting as to the initial funding truth and accuracy of Loans and issuance of Letters of Creditall information contained therein; (y) each IPD Affiliate, except for UCS, shall have agreed to merge into Borrower and the payment executed merger agreement(s) therefor delivered to Lender; and (z) Lender shall have received, in form and substance satisfactory to Lender, a certificate as to the solvency of Borrower executed by Borrowers Borrower's Chief Financial Officer; and (aa) Lender shall have received copies of all fees and expenses incurred licensing agreements, along with any related documents or agreements, pursuant to which Borrower or any of its Affiliates licenses software for use in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000conducting its business.

Conditions Precedent to Initial Loans. In addition The obligation of the Lender to make the Loan(s) constituting the initial borrowing is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, condition precedent that the Lender must have received on or otherwise extend credit to Borrowers hereunder, until before the date (“Closing Date”of such Loan(s) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesfollowing, in form and substance satisfactory to itthe Lender and its counsel, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to or that the initial Loans and transactions hereunder, Lender shall otherwise be satisfied that the following conditions have been met: (ia) such Borrower is Solventthis Agreement duly executed by the Borrower; (iib) no Default or Event of Default existsthe Revolving Credit Promissory Note duly executed by the Borrower; (iiic) the representations and warranties set forth in Section 9 are true and correctAuthorization Letter duly executed by the Borrower; and (ivd) a favorable opinion of counsel for the Borrower, dated the Closing Date, as to such Borrower has complied with all agreements and conditions to be satisfied by it under matters as the Loan Documents. Lender may reasonably request; (e) Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, attesting to all company action taken by the Borrower, including resolutions of its governing board authorizing the execution, delivery and performance of the Facility Documents to which it is a duly authorized officer party and each other document to be delivered pursuant to this Agreement and certifying true copies of each Obligorthe articles of incorporation, by-laws and other organizational documents of the Borrower; (f) a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying (i) that attached copies of such Obligor’s Organic Documents are the names and true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery signatures of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to officers of the title, name and signature of each Person Borrower authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until Facility Documents to which it is otherwise notified a party and the other documents to be delivered by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. Borrower under this Agreement; (g) Agent shall have received copies evidence of insurance as required by the charter documents Facility Documents; (h) a certificate of each Obligor, certified by good standing for the Borrower from the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for in which the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form Borrower is qualified to do business; and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in payment by the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior Borrower to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all expenses and fees and expenses (including reasonable attorney’s fees) incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.by the Lender;

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, Loan or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Collateral Agent’s Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent the Lenders that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Deposit Account and related lockboxControl Agreements for all Deposit Accounts (other than Excluded Accounts), in form and substance, and with financial institutions, substance reasonably satisfactory to Collateral Agent. (d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor and Parent, certifying (i) that attached copies of such Obligor’s and Parent’s, as applicable, Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery by Parent and the Obligors of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor or Parent, as applicable, in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxxx US LLP, as well as any local counsel to Borrowers and Parent in Utah and MichiganObligors or Parent, each in form and substance reasonably satisfactory to Agentthe Lenders. (g) Agent shall have received copies of the charter documents of each ObligorObligor and Parent, certified by the Secretary of State or other appropriate official of such Obligor’s or Parent’s, as applicable, jurisdiction of organizationorganization as of a recent date. Collateral Agent shall have received good standing certificates as of a recent date for each ObligorObligor and Parent, issued by the Secretary of State or other appropriate official of such Obligor’s or Parent’s, as applicable, jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (h) The MER Acquisition shall be consummated substantially concurrently with the Closing Date and in accordance with the terms of the MER Acquisition Agreement (including the exhibits thereto), without giving effect to any waiver, modification or consent thereunder that could reasonably be expected to be material and adverse to the interests of Collateral Agent and the Lenders unless approved by Required Lenders. (i) Subject to Section 10.1.14, Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors together with additional insured and lenders’ loss payable endorsements for liability, and property policies, as applicable, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent Each Obligor and Parent shall have receivedprovided, each in form and substance reasonably satisfactory to AgentAdministrative Agent and each Lender, interim financial statements not more than 30 days prior all documentation and other information as Administrative Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor or Parent qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the Closing Date for: (i) Parent Administrative Agent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI GroupLenders in relation to such Obligor or Parent, the Eldorado Group, the SCP Group, and the Tapco Group)as applicable. (k) Borrowers [Reserved.] (l) Obligors shall have paid all fees and expenses required to be paid to Agent Administrative Agent, Collateral Agent, Arrangers and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed , including fees and delivered expenses of counsel and other advisors and under any fee letter to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretionwhich such Obligor is a party. (m) Agent shall have received a listing evidence that the Obligors have established the Funded CapEx Account and shall on the Closing Date deposit such portion of the Borrowers’ Account Debtors, including Loans (after giving effect to the name and address use of each proceeds thereof on the Closing Date) allocated for the capital expenditures set forth on Schedule 1.2 into such Account Debtoraccount. (n) Agent shall have received a Borrowing Base Certificate prepared duly executed payoff letter in form and substance reasonably satisfactory to it and dated on or prior to the Closing Date with respect to that certain Amended and Restated Credit Agreement dated as of the Closing Date. Upon giving effect to the initial funding of Loans April 26, 2019 among Solaris Oilfield Infrastructure, LLC (n/k/a Solaris Energy Infrastructure, LLC), Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxx Fargo Securities, LLC and issuance of Letters of CreditWoodforest National Bank, as Co-Lead Arrangers, Woodforest National Bank, as Syndication Agent, and the payment by Borrowers lenders from time to time party thereto, together with evidence reasonably satisfactory to it (including UCC-3 financing statement terminations and other termination documents) that on the Closing Date such Debt will be repaid in full and the Liens securing such Debt have been released, subject only to the filing of all fees applicable terminations and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000releases.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) Agent shall have received all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentblank. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 that are qualified by materiality are true and correctcorrect and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (other than an Immaterial Subsidiary), certifying (i) that such Obligor’s Organic Documents have not been modified or the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received (i) a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPRuskin Moscou Faltischek, as well as P.C. LLP in form and substance satisfactory to Agent and (ii) a written opinion of any local counsel to Borrowers and Parent in Utah and MichiganObligors as Agent may reasonably request, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorObligor (other than an Immaterial Subsidiary), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (li) The Intercreditor Jiffy Acquisition shall be consummated in accordance with the Jiffy Purchase Agreement shall have been duly executed and delivered to Agent by each of the signatories theretowithout any amendments, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtorsmodifications, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect waivers or consents thereto that are not reasonably acceptable to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Agent.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders Lender shall not be required to fund any requested Loan, issue any Letter of Credit, Credit or otherwise extend credit to Borrowers Borrower hereunder, until the date (“"Closing Date”") that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.. LOAN AND SECURITY AGREEMENT - (b) Agent Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and all Lien searches and other evidence satisfactory to Agent Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent Lender shall have received evidence, in form and substance satisfactory to Lender, that concurrently upon disbursement of the initial Borrowings all Debt owing by Borrower to ComVest Capital, LLC will be paid in full and all Liens securing such Debt will be released and terminated. (d) Lender shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to AgentLender. (de) Agent Lender shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent Lender shall have received a written opinion of Pillsbury Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx Xxxxx & Xxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and MichiganBorrower or Lender, each in form and substance satisfactory to AgentLender. (gh) Agent Lender shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s 's conduct of business or ownership of Property necessitates qualification. (hi) Agent Lender shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent Lender shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to AgentLender. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2009. (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders Lender on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon . (m) After giving effect to all Borrowings to be made on the initial funding of Loans Closing Date and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred due hereunder, and with all of Borrower’s indebtedness, liabilities, and obligations current, Borrower’s Availability, less the aggregate amount of past due payables aged 60 days or more past the original invoice date, shall not be less than the greater of (i) 10% of the Borrowing Base and (ii) $1,000,000. LOAN AND SECURITY AGREEMENT - (n) Borrower shall have delivered evidence to Lender, in connection herewith as well as form and substance satisfactory to Lender, that EBITDA for the fiscal quarter ended June 30, 2010 was not less than $750,000. (o) Lender shall have received financial statements, in form and substance acceptable to Lender, for Guarantor. (p) an Insurance Assignment in respect of key man life insurance on the life of Xxxxxxx X. Xxxxxx, in form and substance acceptable to Lender. (q) a Deposit Account Control Agreement for each deposit account into which any payables stretched beyond their customary payment practices, Availability shall proceeds of Collateral will be at least $20,000,000deposited pursuant to this Agreement.

Conditions Precedent to Initial Loans. In addition The obligation of the Lenders to make the initial Loans is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each satisfaction of the following conditions has been satisfiedprecedent on or prior to the Closing Date: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateralfollowing agreements, as well as UCC documents, certificates and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, opinions in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans Agent and transactions hereunder, duly executed and delivered by the parties thereto: (i) such Borrower is Solvent; This Agreement; (ii) no Default or Event The Notes, substantially in the form of Default exists; Exhibit A hereto; (iii) Reaffirmations of the representations Affiliate Guarantees and warranties set forth any Subsidiary Guarantees entered into in Section 9 are true and correct; and connection with the Original Credit Agreement or the Existing Credit Agreement; (iv) such Borrower has complied Reaffirmations of the Security Documents entered into in connection with the Original Credit Agreement or the Existing Credit Agreement and any deliveries required in connection therewith, including, without limitation, new perfection certificates; (v) Evidence that all agreements and conditions insurance required to be satisfied by it under maintained pursuant to the Loan Documents has been obtained and is in effect, together with certificates of insurance or insurance binders evidencing compliance with Section 5.3 hereof and the applicable provisions of the other Loan Documents.; (evi) Agent shall have received a Borrowing Base Report as of November 30, 2012; (vii) Notice of Borrowing or Conversion as of the Closing Date; (viii) A certificate of a duly authorized officer the Secretary or an Assistant Secretary of the Borrower and each Obligor, certifying (i) that attached copies Guarantor with respect to resolutions of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy the Board of resolutions Directors authorizing the execution and delivery of the Loan Documents to which such Person is a party and identifying the officer(s) authorized to execute, deliver and take all other actions required the Loan Documents to which such Person is a party, and providing specimen signatures of such officers; (ix) The Certificate of Incorporation of the Borrower and each Guarantor and all amendments and supplements thereto, as filed in the office of the Secretary of State of such Person’s jurisdiction of incorporation, certified by said Secretary of State as being a true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.correct copy thereof; (fx) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies The Bylaws of the charter documents of Borrower and each ObligorGuarantor and all amendments and supplements thereto, certified by the Secretary of State or other appropriate official an Assistant Secretary of such Obligor’s jurisdiction Person as being a true and correct copy thereof; (xi) A certificate of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligorthe Borrower’s and each Guarantor’s jurisdiction of organization incorporation as to legal existence and each jurisdiction where good standing of such ObligorPerson in such state; (xii) An opinion addressed to the Lenders from Xxxxxxx Xxxxxxx Xxxxxx LLP, counsel to the Borrower; (xiii) A certificate of a Responsible Officer of the Borrower as to the solvency of the Borrower, the accuracy of the Borrower’s conduct representations and warranties, the satisfaction of business the conditions contained in this Section III and such other matters as the Lender may request; (xiv) Reaffirmation of the deposit account control agreement entered into in connection with the Original Credit Agreement; and (xv) Such other documents, agreements, instruments, opinions and certificates and completion of such other matters, as the Agent may reasonably deem necessary or ownership of Property necessitates qualificationappropriate. (hb) Agent No litigation, arbitration, proceeding or investigation shall be pending or threatened which questions the validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction or damages in connection therewith, or which, in the judgment of the Agent, might adversely affect the transactions contemplated hereby or might have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agenta Material Adverse Effect. (ic) Agent shall have completed its business, financial All necessary filings and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in recordings against the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30been completed and the Agent’s liens on the Collateral shall have been perfected, 2008as contemplated by the Security Documents. (jd) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers The Borrower shall have paid to the Agent all fees and expenses to be paid hereunder (including pursuant to Agent and Lenders Section 2.6(b) hereof) on or prior to the Closing Date. (le) The Intercreditor Agreement Borrower, its Subsidiaries and the Guarantors shall have been duly executed furnished the Agent such documents and delivered other information reasonably requested by the Lenders to Agent by each of the signatories thereto, comply with “know your customer” and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtorsanti-money-laundering regulations, including the name and address of each such Account DebtorPatriot Act. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition The obligation of the Lenders to make the initial Loans is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each satisfaction of the following conditions has been satisfiedprecedent on or prior to the Closing Date: (a) Notes The Agent shall have been executed by Borrowers received the following agreements, documents, certificates and delivered opinions in form and substance reasonably satisfactory to each Lender that requests issuance of a Note. Each other Loan Document shall have been the Agent and the Initial Lenders and duly executed and delivered by the parties to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement: (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; this Agreement; (ii) no Default or Event the Notes, substantially in the form of Default exists; Exhibits X-0, X-0, X-0, X-0, and A-5A to this Agreement; (iii) the representations Security Documents, including the Security Agreement, and warranties set forth in Section 9 are true and correct; and a guaranty of the Obligations under this Agreement from the Loan Parties; (iv) such Borrower has complied UCC-1 and UCC 1-A and similar Financing Statements; (v) UCC-3 and UCC 3-A and similar Termination Statements; (vi) true and correct copies of all Material Agreements and amendments thereto; (vii) landlord's consents and waivers from each lessor who leases any interest in real property to any Loan Party; (viii) Certificates of insurance or insurance binders evidencing compliance with all agreements Section 5.3 of this Agreement and conditions to be satisfied by it under the applicable provisions of the Loan Documents.; (eix) Agent shall have received a Notice or Notices of Borrowing or Conversion as of the Closing Date as to initial Loans; (x) a certificate with respect to the solvency of each of the Loan Parties, a Borrowing Base Certificate for each applicable Loan Commitment, and a Compliance Certificate, each signed by the Borrower's Chief Financial Officer; (xi) a certificate of a duly authorized officer the Secretary or an Assistant Secretary of each Obligor, certifying (i) that attached copies Loan Party with respect to resolutions of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except the Board of Directors as shown; (ii) that an attached copy of resolutions to a corporation or the Managers as to a limited liability company authorizing the execution and delivery of the Loan Documents is and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officers; (xii) the Articles of Incorporation (or the equivalent document depending on the form of entity) of each Loan Party and all amendments and supplements thereto, as filed in the office of the Secretary of State of its jurisdiction of incorporation, certified by said Secretary of State as being a true and completecorrect copy thereof; (xiii) the Bylaws (or the equivalent document depending on the form of entity) of each Loan Party and all amendments and thereto, certified by the Secretary or an Assistant Secretary of each Loan Party as being a true and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified correct copy thereof; (xiv) a certificate of the Secretary of State of each Loan Party's jurisdiction of incorporation or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) organization as to the title, name legal existence and signature status of each Person authorized Loan Party in such state; (xv) a certificate of the Secretaries of State of each jurisdiction identified in Section 4.1 of this Agreement as to sign the due qualification and good standing of each Loan Documents. Party as a foreign corporation or entity in such states; (xvi) consents to the security interests granted to the Lenders by Lithia Financial Corporation from each Affiliate which leases a Vehicle or other property from Lithia Financial Corporation; (xvii) an opinion addressed to the Lenders from Xxxxxx, Pepper & Shefelman, counsel to the Borrower, in such form and substance acceptable to the Agent in its sole discretion; (xviii) the acknowledgments required by Section 5.20 hereof and the waivers and consents required by Section 5.21 hereof; and (xix) such other documents, instruments, opinions and certificates and completion of such other matters, as the Agent or any Initial Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writingreasonably deem necessary or appropriate. (fb) No litigation, arbitration, proceeding or investigation shall be pending or threatened which questions the validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction or damages in connection therewith, or which, in the judgment of the Agent or the Initial Lenders, might adversely affect the transactions contemplated by this Agreement or might have a materially adverse effect on the assets, business, financial condition or prospects of any Loan Party. (c) All necessary filings and recordings against the Collateral shall have been completed and the Agent's liens on the Collateral shall have been perfected, as contemplated by the Security Documents, which liens shall constitute a first-priority security interest (except as contemplated by Section 9.3 of this Agreement), and no other Encumbrance, except Permitted Encumbrances, shall exist against the Collateral. (d) The Agent and the Initial Lenders shall have received a written opinion the Borrower's pro forma consolidated balance sheet as of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPthe Closing Date and its projections of future consolidated results of operations, as well as local counsel to Borrowers and Parent in Utah and Michigan, each all in form and substance satisfactory to Agentthe Agent and the Initial Lenders. (e) The Agent and the Initial Lenders shall be satisfied with the Borrower's and the Parent's capital structure. (f) The Borrower shall have delivered the Initial Financial Statement to the Initial Lenders. (g) Agent Any obligation of any Loan Party to U.S. Bank outstanding prior to the date of this Agreement (except for such amounts loaned from U.S. Bank directly to Lithia Financial Corporation or under letters of credit issued by U.S. Bank for the benefit of a Loan Party) and any other Indebtedness not permitted by this Agreement shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationbeen repaid in full. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers The Borrower shall have paid to the Agent all fees and expenses Fees to be paid under this Agreement (including without limitation pursuant to Section 2.6(d) of this Agreement) or agreed to between the Borrower and the Agent and Lenders on or prior to the Closing Date. (li) The Intercreditor Agreement shall have been duly executed representations and delivered to Agent by each warranties of the signatories thereto, Section IV are true and be in form and substance satisfactory to each Lender in their sole discretioncorrect. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Lender making the initial Loans hereunder: (a) Notes Lender shall have received, in form and substance satisfactory to Lender, evidence that the Purchase Agreements have been duly executed by Borrowers and delivered by and to the appropriate parties thereto and the transactions contemplated under the terms of the Purchase Agreements have been consummated prior to or contemporaneously with the execution of this Agreement; (b) Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by the existing lender or lenders to Borrower of their respective financing arrangements with Borrower and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and Borrower or any Obligor, as debtor and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by Borrower or any Obligor in favor of such existing lender or lenders, in form acceptable for recording in the appropriate government office; (c) Lender shall have received evidence, in form and substance satisfactory to Lender, that requests issuance Lender has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (d) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (e) no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of Lender's latest field examination and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a Note. Each party or of Lender to enforce the Obligations or realize upon the Collateral; (f) Lender shall have completed a field review of the Records and such other Loan Document information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower; (g) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including acknowledgements by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (h) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; (i) Lender shall have received, in form and substance satisfactory to Lender, the opinion letter of counsel(s) to Borrower with respect to the Purchase Agreements, the Financing Agreements and the security interests and liens of Lender with respect to the Collateral and such other matters as Lender may request; and (j) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesLender, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsLender. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Lender making the initial Loans hereunder: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments evidence (including, without limitation, any inter-creditor arrangements, subordinations or releases of all filings or recordations necessary to perfect its any other Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesCollateral required by Lender), in form and substance satisfactory to itLender, from a knowledgeable Senior Officer that Lender has valid perfected and first priority Liens in and upon the Collateral and any other property which is intended to be security for the Obligations or the liability of each Borrower certifying thatany Obligor in respect thereof, after giving effect subject only to the initial Loans Liens permitted herein or in the other Financing Agreements and transactions hereunderUS Financing Agreements; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (i) such Borrower is Solvent; (iic) no Default material adverse change shall have occurred in the assets, business or Event prospects of Default exists; Canadian Borrower or any Obligors since the date of Lender’s latest field examination and no change or event shall have occurred which would impair the ability of Canadian Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (iiid) Lender shall have completed a field review of the representations Records and warranties set forth in Section 9 are true and correct; and such other information with respect to the Collateral as Lender may require to determine the amount of Loans available to Canadian Borrower, the results of which shall be satisfactory to Lender, not more than three (iv3) such Borrower has complied with all agreements and conditions Business Days prior to be satisfied by it under the Loan Documents.date of making the initial Loans; (e) Agent Lender shall have received a certificate of a duly authorized officer of each Obligorreceived, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its Liens in and upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including the IBM Account Guarantee (unless credit insurance is provided by Canadian Borrower as set forth in Section 1.28(e)(ii)), Billing Authorization Letters re: Accounts, No-Offset Agreements re: Accounts, Inventory Purchase Agreements, acknowledgements by lessors, mortgagees and warehousemen of Lender’s Liens in the Collateral, waivers by such persons of any Liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (gf) Agent Lender shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates evidence of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender and loss payee or additional insuredendorsements required hereunder and under the other Financing Agreements, as appropriate, each in form and substance satisfactory to Agent.Lender, and certificates of insurance policies and/or endorsements naming Lender as first loss payee and an additional insured; (ig) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent Lender shall have received, each in form and substance satisfactory to AgentLender, interim financial statements acting reasonably, such opinion letters of counsel to Canadian Borrower and Obligors with respect to the Financing Agreements and such other matters as Lender may request, acting reasonably; (h) the other Financing Agreements, the US Financing Agreements, the Amended Subordinated Credit Facility Agreement, the Subordinated Security and all instruments and documents hereunder and thereunder and in connection with the Bought Deal of Special Warrants and Exchange Offer shall have been duly executed and originals or copies, as applicable, delivered to Lender and be in form and substance satisfactory to Lender; (i) the transactions contemplated by the Amended Subordinated Credit Facility Agreement, the Bought Deal of Special Warrants and the Exchange Offer shall have been effected to the satisfaction of Lender which, for greater certainty but without limitation, shall include: (i) in respect of the Bought Deal of Special Warrants, the Canadian Borrower shall have received net proceeds from the Bought Deal of Special Warrants in the amount of not more less than 30 days C$37,000,000 and applied the entirety of same to reduce the existing indebtedness, liabilities and obligations (the “Existing Debt”) owing to the lenders (the “Existing Lenders”) and their agents under the Original Subordinated Credit Facility Agreement; (ii) in respect of the Exchange Offer, US$10,000,000 of the Existing Debt shall have been retired by the Existing Lenders in exchange for units comprised of one share of common stock of SMTC Corporation and a fraction of a share purchase warrant of such common stock; (iii) in respect of the Amended Subordinated Credit Facility Agreement, US$27,500,000 of the Subordinated Loans available thereunder shall have been used to refinance or retire an equivalent amount of the Existing Debt; (j) Lender shall have received evidence, in form and substance satisfactory to Lender, that all security and guarantees granted or issued by Canadian Borrower, SMTC Nova Scotia Company Limited, 940862 Ontario Inc., SMTC de Chihuahua, S.A. de C.V., Radio Componentes de Mexico, S.A. de C.V. and SMTC Mexico, S.A. de C.V. in favour of the Existing Lenders or in connection with the Original Subordinated Credit Facility Agreement and all Liens with respect thereto (other than such security, guarantees and Liens that Lender shall consent to in writing prior to the Closing Date for: date hereof) have been released or discharged or an undertaking, in form and substance satisfactory to Lender, shall have been executed and delivered by the Existing Lenders in favour of Lender agreeing to, among other things, release and discharge such security, guarantees and Liens within a reasonable time following the date hereofm; (k) the Total Excess Availability, as determined by Lender, as of the Initial Advance Date, shall not be less than US$5,000,000 after giving effect to (i) Parent the initial Loans and its Subsidiaries on a consolidated basis; US Advances made or to be made in connection with the initial transactions hereunder and under the US Financing Agreements and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each payment of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent in connection with the transactions under the Financing Agreements and Lenders on the Closing Date.US Financing Agreements; (l) The the Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, Lender and be in form and substance satisfactory to each Lender in their sole discretion.Lender; (m) Agent each of the conditions precedent in the US Loan Agreement shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor.been satisfied; (n) Agent Lender shall have received, in form and substance satisfactory to Lender, agreements regarding Blocked Accounts by and among Lender, Canadian Borrower and each bank where Canadian Borrower has a deposit account, in each case, duly authorized, executed and delivered by such bank and Canadian Borrower; (o) Lender shall have received a Borrowing Base Certificate prepared as and reviewed lien, judgment and other applicable search results for the jurisdiction of incorporation of Canadian Borrower, the jurisdiction of the Closing Date. Upon giving effect to the initial funding chief executive office of Loans Canadian Borrower and issuance all jurisdictions in which assets of Letters of CreditCanadian Borrower and Obligors are located, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability which search results shall be at least $20,000,000in form and substance satisfactory to Lender; and (p) Lender shall have received originals of the share certificates representing all of the issued and outstanding shares of Canadian Borrower and each Obligor, as applicable, in each case together with stock powers duly executed in blank with respect thereto.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) [Reserved.] (d) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of the Borrower Agent certifying (on behalf of each Borrower certifying of the Borrowers) that, after giving effect to the initial Loans and transactions hereunder, (i) such each Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such each Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxxx Xxxx Xxxxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Documents and in form and substance satisfactory acceptable to Agent. (ij) Agent shall have received copies of financial projections of the Borrowers, showing the Borrowers’ ability to comply with the financial covenants set forth in this Agreement, and interim financial statements of the Borrowers on consolidated and consolidating bases as of June 30, 2011, in each case in form and substance acceptable to Agent. (k) Agent shall have received an appraisal of Borrowers’ Equipment and Inventory and Agent shall have completed its business, financial and legal due diligence of Obligors, including collateral reviews, audits, appraisals, assessments, a roll-forward of its previous field examination, in each case with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September June 30, 20082011. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (kl) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateAugust 31, 2011. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00010,000,000. (n) Agent shall have received duly executed third party and/or governmental consents and approvals as may be appropriate or necessary for the Borrowers’ execution and performance of the Loan Documents and the transactions contemplated thereunder. (o) There shall not have been any material disruption of or material adverse change in the conditions in the financial, banking or capital markets since June 30, 2011.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, Loan or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received (i) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral (including, without limitation, (A) UCC financing statements to be filed with the applicable Secretary of State and (B) recording of any IP Assignments to be filed with the United States Patent and Trademark Office), (ii) originals of each stock certificate evidencing Collateral, as well as together with a transfer power executed in blank, (iii) copies of each promissory note constituting Collateral (if any), together with an executed allonge, and (iv) UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing Deposit Account Control Agreements with respect to all of each Dominion Account and related lockboxBorrower’s Deposit Accounts (other than Excluded Accounts), in each case, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions Transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents charter, certificate or articles of incorporation, bylaws or similar agreement or instrument governing the formation of such Obligor are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxx Day, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationObligor maintains offices. (h) Agent shall have received copies of policies or certificates of insurance and related endorsements for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentDocuments (including the requirements of Section 8.6.2). (i) Agent shall have completed and be satisfied with its business, financial and legal due diligence of Obligors, including but not limited to, (i) a field examination of the books, records and operations of Borrowers and Subsidiaries and a roll-forward of its previous such field examination; (ii) receipt of audited financial statements of Borrowers and Subsidiaries for the last three Fiscal Years; (iii) review of material contracts of Borrowers and Subsidiaries; (iv) receipt of a pro forma balance sheet of Borrowers and Subsidiaries, with results satisfactory dated as of the Closing Date, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Borrowers and Subsidiaries previously delivered to Agent; (v) interim financial statements for Borrowers and Subsidiaries as of a date not more than 30 days prior to the Closing Date; and (vi) monthly financial projections of Borrowers and Subsidiaries for the next 12 calendar months and quarterly projections of Borrowers and Subsidiaries for the next 3 Fiscal Years, including balance sheets, income statements and cash flow statements. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082018. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared Report as of the Closing DateFebruary 29, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of CreditLoans, and the payment by Borrowers of all fees and expenses incurred in connection herewith herewith, as well as any payables stretched beyond their customary payment practices, (i) Availability shall be at least $20,000,0002,000,000 and (ii) the sum of (A) Availability plus (B) unrestricted cash of the Borrowers on the Closing Date shall be at least $8,000,000. (l) Agent shall have received evidence that the loans and other obligations under the Existing Lender Documentation and under any other agreements with respect to any Debt not permitted pursuant to Section 10.2.1 hereof have been repaid or will be repaid with the initial Loans made hereunder on the Closing Date and the commitments thereunder have been terminated, and the Agent shall have received a customary payoff letter in form and substance reasonably satisfactory to it relating to the termination (or assignment to the Agent) of all mortgages, financing statements, and liens associated therewith. (m) Agent and Lenders, shall have each received (and shall be satisfied with) at least ten (10) Business Days prior to the Closing Date, (i) an executed Certificate of Beneficial Ownership with respect to each Obligor (other than AutoWeb); and (ii) all other documentation and other information about the Obligors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Agent and the Lenders at least ten (10) Business Days prior to the Closing Date. (n) Agent shall have received a certificate of the Borrower Agent's chief financial officer, in form, substance and detail satisfactory to the Agent, demonstrating that the EBITDA of the Borrowers and Subsidiaries, on a consolidated basis (as adjusted in a manner satisfactory to the Agent), for the twelve month period ended February 29, 2020, is greater than $(3,600,000). (o) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that, in Agent’s judgment, (i) would reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to materially and adversely affect the transactions contemplated by this Agreement and the other Loan Documents. (p) Agent shall be satisfied with the ownership, organizational, legal, tax management, capitalization, and capital structure of Borrowers and Subsidiaries, and shall be satisfied that Borrowers and Subsidiaries will be Solvent, after giving effect to the Transactions. (q) The respective credit committees of each Lender shall have approved the provision of the credit facilities under this Agreement. (r) Agent shall have received evidence that Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with the transactions contemplated by this Agreement and the other Loan Documents. (s) Agent shall have received a duly executed copy of a Lien Waiver for Borrower’s location at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, in form and substance satisfactory to Agent. (t) Agent shall have received written instructions from Borrower Agent directing the application of proceeds of the initial Loans made pursuant to this Agreement (which in the aggregate shall be no less than the Minimum Balance). (u) Agent shall be satisfied that each Borrower is in good standing with its vendors with satisfactory accounts payable relative to the vendor terms and agreements and industry standards. (v) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions shall be satisfactory in form and substance to Agent and its counsel.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedsatisfied or waived by Agent in its discretion: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations reasonably necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage; provided that no surveys shall be required with respect to the properties located in Virginia that are subject to Mortgages on the Closing Date. (d) Agent shall have received duly executed agreements establishing each Agent’s control over, and springing dominion with respect to, the Dominion Accounts (and related lockboxes, if any) of Borrowers with US Bank and Xxxxx Fargo Bank, N.A., and shall have received an assignment of deposit accounts acknowledged by UBS with respect to the Dominion Account (and related lockbox, if any) of Swiss Borrower at UBS, each in form and substance, and with financial institutions, substance reasonably satisfactory to Agent. (de) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such US Borrower is Solvent, Swiss Borrower is Solvent after taking into account its rights of contribution and the Obligors taken as a whole are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx & Xxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization (if applicable). Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization (if applicable) and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral Material Adverse Effect shall have occurred since September 30August 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2007. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of December 31, 2007 and a roll-forward of gross balances comprising the Borrowing Base in form and substance satisfactory to Agent prepared as of the end of the most recently ended-week prior to the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practicesherewith, Availability shall be at least $20,000,0008,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:satisfied (or waived in accordance with Section 14.1.1(d)(i) hereof): (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of (i) all filings or recordations necessary to perfect its Liens in the CollateralCollateral or arrangements reasonably satisfactory to Agent for such filings and recordations shall have been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to Agent for the payment of such fees and taxes shall have been made) and (ii) UCC, as well as UCC PPSA and Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the CollateralCollateral (including estoppel letters with respect to Canadian Domiciled Obligors), except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent. (d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans made on the Closing Date and transactions hereunderTransactions, (i) such Borrower is the Company and its Subsidiaries on a Consolidated basis, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified or modified by materiality in the text thereof and except for representations and warranties that expressly relate to an earlier date); and (iv) such Borrower has Obligors have complied with all agreements and conditions to be satisfied by it on or before the Closing Date under the Loan Documents.. US-DOCS\123034949.14 (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Norton Xxxx Xxxxxxx Xxxxxxxxx US LLP, as well as local counsel to Borrowers Xxxxxxx Xxxxx LLP, Xxxxxxx Xxxxxx, P.A. and Parent in Utah and Michigan, each Dentons Canada LLP in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, and in the case of U.S. Domiciled Obligors certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates or similar instrument for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, as well as all necessary endorsements naming Agent as a lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) No event shall have occurred or circumstance exist since December 31, 2021 that, either individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect. Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examinationexamination and inventory appraisal, with results reasonably satisfactory to Agent. No material adverse change in changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by Agent or the business, operations, Properties, prospects or condition Lenders regarding the Obligors after the date such due diligence investigation has completed that (financial or otherwisei) of any Obligor either individually or in the qualityaggregate, quantity would reasonably be expected to have a Material Adverse Effect or value of any Collateral (ii) purports to materially adversely affect the Transactions, and nothing shall have occurred since September 30, 2008come to the attention of the Lenders to lead them to reasonably believe that the Transactions will have a Material Adverse Effect. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all reasonable and documented fees and expenses to be paid to Agent and Lenders on the Closing Date (provided that invoices for expenses shall have been delivered to Borrower Agent three Business Days prior to the Closing Date). (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (mk) Agent shall have received a listing (i) pro forma consolidated financial statements of the Borrowers’ Account Debtors, including the name Company and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon its Consolidated Subsidiaries giving effect to the initial funding of Loans and issuance of Letters of Credit, and forecasts prepared by management of the payment by Borrowers Company (each in form reasonably satisfactory to Agent and evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3) of balance sheets, income statements and cash flow statements on a monthly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement, and (ii) the annual (or other audited) financial statements of the Company and its Consolidated Subsidiaries for the Fiscal Years ended 2019, 2020 and 2021 and all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability amendments thereto). (l) There shall be no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s reasonable judgment (a) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) would reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated thereby. (m) Agent shall have received, at least $20,000,000three Business Days prior to the Closing Date, (x) all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the US-DOCS\123034949.14 PATRIOT Act, that has been reasonably requested in writing at least ten Business Days prior to the Closing Date by the Lenders and (y) any Obligor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Obligor.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each of this Loan Agreement and the other Loan Document Documents shall have been duly executed and delivered to Agent by each of the signatories thereto, and each shall be in form and substance reasonably satisfactory to the Agent and each of the Lenders, and each Obligor shall be in compliance with all terms thereof. (b) Agent and the Lenders shall be satisfied that the Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first priority (subject only to Permitted Liens entitled to priority under Applicable Law) perfected security interest in and Lien upon the Collateral and shall have received acknowledgments (i) evidence that all filings, recordings, deliveries of all filings instruments and other actions necessary or recordations necessary to perfect its Liens desirable in the Collateralcommercially reasonable opinion of Agent to protect and preserve such security interests shall have been duly effected, as well as (ii) UCC and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted LiensLiens and Liens to be discharged on or prior to the Closing Date, (iii) evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to Agent and each of the Lenders, and (iv) a completed and fully executed perfection certificate in form and substance reasonably satisfactory to Agent; (c) [Reserved]. (cd) Agent shall have received duly executed agreements establishing each Dominion Account and related lockboxlockbox and the Borrower Account, each in form and substance, and with financial institutions, reasonably satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)Lenders. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (bi) Arrangements satisfactory to Agent shall have received acknowledgments of been made for all filings or recordations necessary to perfect its the Liens in the Collateral, as well as Collateral and (ii) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (ci) Agent and Lenders shall have received duly executed agreements establishing Account Control Agreements with respect to each Dominion Collateral Account and related lockboxeach Blocked Account, in form and substance, and with financial institutions, satisfactory to AgentAgent and (ii) Lenders of Tranche A-2 Loans and Tranche B-2 Loans shall have received duly executed agreements establishing the Tranche B-2 Blocked Account. (d) Agent and Lenders shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions Transactions hereunder, (i) such Borrower is and the Guarantors, on a consolidated basis, are Solvent; (ii) no Default or Event of Default or Cash Dominion Trigger Period or Trigger Period exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsDocuments on or prior to the Closing Date. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facilityAgreement; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent and Lenders shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each LLP in form and substance satisfactory to Agent. (g) Agent shall have received (i) copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received organization and (ii) good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (h) Agent and Lenders shall have received (i) copies of policies or certificates of insurance for the business interruption insurance, credit insurance policies with respect to Receivables and any other insurance policies related to the Collateral carried by BorrowersBorrower and each applicable Guarantor, all in compliance with the Loan Documents, together with endorsements naming Documents and (ii) evidence reasonably satisfactory to Agent that Agent has been named as lender loss payee with respect to credit insurance on each Receivable in respect of which the Account Debtor is organized or additional insured, as appropriate, each in form and substance satisfactory to Agenthas its principal offices or assets outside the United States. (i) Agent shall have completed and be satisfied with its business, financial and legal due diligence of Obligors, including but not limited to, (i) a rollfield examination of the books, records and operations of Borrower and the other Obligors, provided that such field examination may be completed on a date subsequent to the Closing Date but in no case later than the date set forth in Part B of Schedule 10.1.12; (ii) management background review; (iii) receipt of audited financial statements of Borrower and Subsidiaries for the last three Fiscal Years with publically filed Forms 10-forward K of its previous field examinationthe Borrower satisfying this condition; (iv) review of material contracts of Borrower and the other Obligors; (v) receipt of a balance sheet of Borrower and Subsidiaries as of the most recent date for which Internal Financial Statements are available pro forma for the Debt under this Agreement; (vi) interim financial statements for Borrower and Subsidiaries for the most recent fiscal quarter ending more than 45 days prior to the Closing Date with Borrower’s public filings of Form 10-Q satisfying this condition; and (vii) monthly financial projections of Borrower and Subsidiaries for the next 12 calendar months and annual projections of Borrower and Subsidiaries for the next 3 Fiscal Years, with results satisfactory to Agentincluding balance sheets, income statements and cash flow statements. No material adverse change in the businessfinancial condition of the Obligors, operationstaken as a whole, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30March 31, 20082019. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (mk) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent Lenders shall have received a Borrowing Base Certificate prepared Report dated as of the Closing DateMay 31, 2019. Upon giving effect to the initial funding of Loans and issuance of Letters of CreditLoans, and the payment by Borrowers Borrower of all fees and expenses incurred in connection herewith herewith, as well as any payables stretched beyond their customary payment practices, Availability Closing Liquidity shall be at least $20,000,000100,000,000. (l) Agent and Lenders shall have received the Intercreditor Agreement, duly executed by the parties thereto. (m) Agent and Lenders shall have entered into a satisfactory agreement among lenders, acknowledged by Borrower, with respect to this Agreement and the Transactions in form and substance satisfactory to Agent (such agreement, the “Agreement Among Lenders”). (n) Agent and Lenders, shall have each received at least five (5) Business Days prior to the Closing Date, all documentation and other information about the Obligors required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested by Agent and the Lenders at least five (5) Business Days prior to the Closing Date. (o) Agent and Lenders shall have received a certificate of the Borrower Agent’s chief financial officer, in form, substance and detail satisfactory to Agent, demonstrating that the Consolidated EBITDA of Borrower and Subsidiaries (as adjusted in a manner satisfactory to Agent), for the twelve month period ended May 31, 2019 is equal to or greater than $25,000,000. (p) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that, in Agent’s judgment, (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to materially and adversely affect the transactions contemplated by this Agreement and the other Loan Documents. (q) Agent and Lenders shall (i) be satisfied with the ownership, organizational, legal, tax management, capitalization, and capital structure of Borrower and Subsidiaries after giving effect to the Transactions and (ii) shall have received evidence reasonably satisfactory to it that, before and after giving effect to the Transactions on the Closing Date, (x) the Obligors are adequately capitalized, (y) the fair saleable value of the Obligors’ assets will exceed their liabilities and (z) the Obligors will have sufficient working capital to pay their debts as they become due. (r) Agent shall have received evidence reasonably satisfactory to it that each Obligor shall be in good standing with its vendors with satisfactory status of accounts payable relative to vendor terms/agreements and industry standards. (s) The respective credit committees of each Lender shall have approved the provision of the credit facilities under this Agreement. (t) Subject to Section 10.1.12, Agent shall have received evidence that Borrower has received all governmental and third party consents and approvals, if any, as may be appropriate in connection with the transactions contemplated by this Agreement and the other Loan Documents.

Conditions Precedent to Initial Loans. In addition At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions set forth initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent as previously agreed with Borrower), shall have been paid in Section 6.2full, Lenders and the Agent shall not be required have received the following, in form and substance reasonably satisfactory in all respects to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedAgent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been the duly executed and delivered to Agent by each counterparts of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement; (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC duly completed Revolving Credit Notes evidencing the Revolving Credit Commitments and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon duly completed Swing Line Note evidencing the Collateral, except Permitted Liens.Swing Line Commitment; (c) Agent shall have received the duly executed agreements establishing each Dominion Account and related lockboxSubsidiary Guarantee from all Subsidiaries other than Unrestricted Subsidiaries; provided, however, that in form and substancelieu of a guaranty from any Restricted Subsidiary which is incorporated under any jurisdiction outside of the United States of America (or any of its territories), the owner of 65% of the capital stock of such Restricted Subsidiary, shall deliver a duly executed Pledge Agreement covering such shares of such non-domestic subsidiary, together with delivery of the original stock certificate evidencing such shares, undated stock powers executed in blank, and with financial institutionssuch documents shall be accompanied by such other documents as the Agent may reasonably request (including without limitation, satisfactory to Agent.certificates of incorporation, incumbency certificates of such entities, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Subsidiary Guarantor); (d) certificates of the Secretary or Assistant Secretary of the Borrower and the Subsidiary Guarantors attaching and certifying copies of the resolutions of the board of directors of the Borrower or Subsidiary Guarantor, as the case may be, authorizing as applicable the execution, delivery and performance of the Credit Documents; (e) certificates of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor certifying (i) the name, title and true signature of each officer of the Borrower or Subsidiary Guarantor, as the case may be, executing the Credit Documents, and (ii) the bylaws of the Borrower and the Subsidiary Guarantors; (f) copies of the certificate or articles of incorporation of the Borrower and each of its Restricted Subsidiaries certified by the Secretary or Assistant Secretary of the Borrower or such Restricted Subsidiaries, as appropriate, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of the Borrower and each of its Restricted Subsidiaries, and each other jurisdiction where the ownership of property or the conduct of its business require the Borrower or its Restricted Subsidiaries to be qualified, except where a failure to be so qualified would not have a Materially Adverse Effect; (g) certificate of Borrower in substantially the form of Exhibit "G" attached hereto and appropriately completed; (h) the duly executed Termination Letter, in substantially the form of Exhibit "N" attached hereto, pursuant to which the Prior Agreement is terminated and Borrower instructs the Agent to use the proceeds of Loans hereunder to be applied to satisfy all obligations under the Prior Agreement; (i) a certificate of Borrower certifying that since March 31, 2000, there shall have received certificatesbeen no change which has had or is reasonably likely to have a Materially Adverse Effect; (j) the favorable opinion of (a) Robexx XxXxxxxx, Xxquire, corporate counsel to the Borrower and the Subsidiary Guarantors as to certain corporate matters, and (b) King & Spalding, counsel to the Borrower and the Subsidiary Guarantors as to certain matters, in the form of Exhibits H-1 and H-2, respectively, in each case addressed to the Agent and each of the Lenders; (k) copies of all documents and instruments, including all consents, authorizations and filings, required under the articles or certificate of incorporation and bylaws or other organizational or governing documents, under any Requirement of Law or by any material Contractual Obligation of the Borrower and its Restricted Subsidiaries, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (l) a certificate of insurance issued on behalf of insurers of the Borrower and all Restricted Subsidiaries, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all Restricted Subsidiaries; and (m) any other document, opinion or certificate reasonably requested by the Agent or the Required Lenders assuring the Agent and the Lenders that all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents are in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsLenders. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition The obligation of ------------------------------------- the Bank to make its initial Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent The Bank shall have received acknowledgments on or before the day of all filings the initial Borrowing the following, each dated prior to or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that of such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesday, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Bank: (i) such The Revolving Note issued by the Borrower is Solvent; to the order of the Bank; (ii) no Default Copies of the Articles, Certificate of Incorporation, partnership agreement or Event other organizational document of Default exists; the Borrower, certified as of a recent date by the Secretary of State of its state of formation or incorporation; (iii) Copies of the representations and warranties set forth in Section 9 are true and correct; and Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy Copies of resolutions authorizing execution and delivery of the Loan Documents is true and completeBoard of Directors or other authorizing documents of the Borrower, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.the Bank, approving the Loan Documents and the Borrowings hereunder; (gv) Agent shall have received copies of the charter documents of each Obligor, certified An incumbency certificate executed by the Secretary or an Assistant Secretary of State the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by Persons authorized to sign the Secretary of State or Loan Documents and the other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.documents to be delivered hereunder; (hvi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried a guaranty executed by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Southwest in form and substance satisfactory to Agent.Bank; (ivii) Agent Executed copies of all Loan Documents; (viii) Opinion from Borrower's counsel substantially in the form of Exhibit B hereto; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees required to be paid at closing shall have been paid; (e) All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Bank and its counsel, and the Bank and such counsel shall have received any and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities; and (f) Nothing shall have occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Bank, or on the ability of the Borrower to perform its obligations to the Bank or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, financial and legal due diligence of Obligorsproperty, including a roll-forward of its previous field examinationassets, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) or prospects of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent Borrower and its Subsidiaries on taken as a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)whole. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Lender making the initial Loans hereunder: (a) Notes Lender shall have been executed received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by the existing lender or lenders to Borrowers of their respective financing arrangements with Borrowers and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of each Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and any Borrower or any Obligor, as debtor and (ii) satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by each Borrower or any Obligor in favor of such existing lender or lenders, in form acceptable for recording in the appropriate government office; (b) Lender shall have received evidence, in form and substance satisfactory to Lender, that requests issuance Lender has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (c) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (d) no material adverse change shall have occurred in the assets, business or prospects of any Borrower since the date of Lender's latest field examination and no change or event shall have occurred which would impair the ability of any Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a Note. Each party or of Lender to enforce the Obligations or realize upon the Collateral; (e) Lender shall have completed a field review of the Records and such other Loan Document information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrowers, the results of which shall be satisfactory to Lender, not more than three (3) business days prior to the date hereof; (f) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including acknowledgments by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (g) Lender shall have received, in form and substance satisfactory to Lender, a letter from Xxxxxx Xxxx confirming that Lender may rely upon Xxxx'x appraisals of the Inventory and Equipment and confirming the amount of the forced liquidation value of the Equipment as determined by Xxxx; (h) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as an additional insured and a loss payee, as the case may be; (i) Lender shall have received, in substantially the form attached hereto as Exhibit C, such opinion letters of counsel to Borrowers with respect to the Financing Agreements and such other matters as Lender may request; and (j) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesLender, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsLender. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions set forth initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent as previously agreed with Borrower), shall have been paid in Section 6.2full, Lenders and the Agent shall not be required have received the following, in form and substance reasonably satisfactory in all respects to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedAgent: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been the duly executed and delivered to Agent by each counterparts of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.this Agreement; (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateralduly completed Revolving Credit Notes evidencing the Revolving Credit Commitments, as well as UCC the duly completed Swing Note evidencing the Swing Line Commitment and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon duly executed Competitive Bid Notes evidencing the Collateral, except Permitted Liens.Competitive Bid Facility; (c) receipt by the Agent shall have received duly executed agreements establishing each Dominion Account of evidence that all governmental, shareholder and related lockboxmaterial third-party consents (including Hart-Xxxxx-Xxxxxx xxxarance) and approvals required in connection with the acquisition of the Acquired Company and the other transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could reasonably be likely to restrain, in form and substanceprevent or impose any material adverse conditions on the acquisition of the Acquired Company or such other transactions or that could reasonably be likely to seek or threaten any of the foregoing, and with financial institutions, satisfactory no law or regulation shall be applicable which in the judgment of the Agent could reasonably be likely to Agent.have such effect; (d) Agent shall have received certificatescertificates of the Secretary or Assistant Secretary of the Borrower attaching and certifying copies of the resolutions of the board of directors of the Borrower, in form authorizing as applicable the execution, delivery and substance satisfactory to it, from a knowledgeable Senior Officer performance of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Credit Documents.; (e) Agent shall have received a certificate certificates of a duly authorized officer the Secretary or an Assistant Secretary of each Obligor, the Borrower certifying (i) that attached copies the name, title and true signature of such Obligor’s Organic Documents are true and completeeach officer of the Borrower executing the Credit Documents, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery the bylaws of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.Borrower; (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received certified copies of the charter documents certificate or articles of incorporation of the Borrower and each Obligor, of its Subsidiaries certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued and by the Secretary or Assistant Secretary of State the Borrower or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insuredSubsidiaries, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its businesstogether with certificates of good standing or existence, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to as may be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.available from the

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit B which have been executed on behalf of such Obligor and delivered to such Obligor’s credit card clearinghouses and processors listed on Schedule 6.1(d); and (e) Agent shall have entered into a Deposit Account Control Agreement satisfactory in form and substance to Agent with each depository institution maintaining a Dominion Account. (f) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (eg) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP, as well as any local counsel to Borrowers and Parent in Utah and Michiganor Agent, each in form and substance satisfactory to Agent. (gi) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hj) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (k) Each Borrower shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentAgent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Borrower. (il) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any the Collateral (taken as a whole) shall have occurred since September 30December 31, 20082023. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (km) Borrowers shall have paid to Agent and Lenders all fees and expenses that are required to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared Report as of the Closing DateNovember 24, 2024. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any trade payables stretched beyond their in excess of trade payables that are outstanding in amounts and duration consistent with customary payment practiceshistorical and ordinary course practice, Availability shall be at least $20,000,00030,000,000.

Conditions Precedent to Initial Loans. In addition The obligation of the Lenders to make the initial Loans is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each satisfaction of the following conditions has been satisfiedprecedent on or prior to the Closing Date: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateralfollowing agreements, as well as UCC documents, certificates and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, opinions in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans Agent and transactions hereunder, duly executed and delivered by the parties thereto: (i) such Borrower is Solvent; This Agreement; (ii) no Default or Event The Notes, substantially in the form of Default exists; Exhibit A hereto; (iii) the representations The Affiliate Guarantees and warranties set forth in Section 9 are true and correct; and any Subsidiary Guarantees; (iv) The Security Documents and all deliveries required in connection therewith; (v) UCC-1 Financing Statements; (vi) UCC-3 Termination Statements, together with evidence satisfactory to the Agent that the Existing Credit Agreement has been, or concurrently with the transactions contemplated hereby is being, terminated, all Indebtedness thereunder has been paid or satisfied and all Encumbrances securing such Borrower has complied with Indebtedness have been released; (vii) Evidence that all agreements and conditions insurance required to be satisfied by it under maintained pursuant to the Loan Documents has been obtained and is in effect, together with certificates of insurance or insurance binders evidencing compliance with Section 5.3 hereof and the applicable provisions of the other Loan Documents.; (eviii) Agent shall have received Borrowing Base Report as of a date within seven (7) days prior to the Closing Date; (ix) Notice of Borrowing or Conversion as of the Closing Date; (x) A certificate of a duly authorized officer the Secretary or an Assistant Secretary of the Borrower and each Obligor, certifying (i) that attached copies Guarantor with respect to resolutions of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy the Board of resolutions Directors authorizing the execution and delivery of the Loan Documents to which such Person is a party and identifying the officer(s) authorized to execute, deliver and take all other actions required the Loan Documents to which such Person is a party, and providing specimen signatures of such officers; (xi) The Certificate of Incorporation of the Borrower and each Guarantor and all amendments and supplements thereto, as filed in the office of the Secretary of State of such Person’s jurisdiction of incorporation, certified by said Secretary of State as being a true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.correct copy thereof; (fxii) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies The Bylaws of the charter documents of Borrower and each ObligorGuarantor and all amendments and supplements thereto, certified by the Secretary of State or other appropriate official an Assistant Secretary of such Obligor’s jurisdiction Person as being a true and correct copy thereof; (xiii) A certificate of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligorthe Borrower’s and each Guarantor’s jurisdiction of organization incorporation as to legal existence and each jurisdiction where good standing of such ObligorPerson in such state; (xiv) An opinion addressed to the Lenders from Exxxxxx Axxxxx Xxxxxx & Dodge LLP, counsel to the Borrower; (xv) A certificate of a Responsible Officer of the Borrower as to the solvency of the Borrower, the accuracy of the Borrower’s conduct representations and warranties, the satisfaction of business the conditions contained in this Section III and such other matters as the Lender may request; (xvi) One or ownership more deposit account control agreements satisfactory to the Agent; and (xvii) Such other documents, agreements, instruments, opinions and certificates and completion of Property necessitates qualificationsuch other matters, as the Agent may reasonably deem necessary or appropriate. (hb) Agent No litigation, arbitration, proceeding or investigation shall be pending or threatened which questions the validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction or damages in connection therewith, or which, in the judgment of the Agent, might adversely affect the transactions contemplated hereby or might have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agenta Material Adverse Effect. (ic) Agent shall have completed its business, financial All necessary filings and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in recordings against the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30been completed and the Agent’s liens on the Collateral shall have been perfected, 2008as contemplated by the Security Documents. (jd) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers The Borrower shall have paid to the Agent all fees and expenses to be paid hereunder (including pursuant to Agent and Lenders Section 2.6(d) hereof) on or prior to the Closing Date. (le) The Intercreditor Agreement Borrower, its Subsidiaries and the Guarantors shall have been duly executed furnished the Agent such documents and delivered other information reasonably requested by the Lenders to Agent by each of the signatories thereto, comply with “know your customer” and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtorsanti-money-laundering regulations, including the name and address of each such Account DebtorPatriot Act. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition The obligation of ------------------------------------- the Bank to make its initial Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent The Bank shall have received acknowledgments on or before the day of all filings the initial Borrowing the following, each dated prior to or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that of such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesday, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Bank: (i) such The Note(s) issued by the Borrower is Solvent; to the order of the Bank; (ii) no Default Copies of the Articles of Incorporation, partnership agreement or Event other organizational document of Default exists; the Borrower, certified as of a recent date by the Secretary of State of its state of formation or incorporation; (iii) Copies of the representations and warranties set forth in Section 9 are true and correct; and Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy Copies of resolutions authorizing execution and delivery of the Loan Documents is true and completeBoard of Directors or other authorizing documents of the Borrower, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.the Bank, approving the Loan Documents and the Borrowings hereunder; (gv) Agent An incumbency certificate executed by the Secretary or an Assistant Secretary of the Borrower, or equivalent document, certifying the names and signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) An executed original of all Loan Documents; (b) The Bank shall have completed its due diligence review of the Borrower, and the scope and results thereof shall be satisfactory to the Bank in its discretion; (c) All fees required to be paid at closing shall have been paid; (d) The Bank shall have received copies an opinion of counsel to the charter documents of each Obligor, certified by Borrower and the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Guarantors in form and substance satisfactory acceptable to Agent.the Bank and its counsel; (ie) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change shall have occurred since December 27, 1996 in the business, assets, operations, Properties, prospects or condition (financial or otherwise) or prospects of any Obligor the Borrower and its Subsidiaries, taken as a whole, or in the qualityfacts and information regarding such entities represented by the Borrower to the Bank as of such date; (f) No action, quantity suit, investigation or value of any Collateral proceeding shall have occurred since September 30been pending or threatened in any court or before any arbitration or governmental authority that purports to affect the Borrower, 2008.any of its Subsidiaries or the Loans contemplated hereby, or that could have a material adverse effect on the Borrower or any of its Subsidiaries or the Loans contemplated hereby, or on the ability of the Borrower and its Subsidiaries to perform their obligations under the Loan Documents; (g) The Borrower and its Subsidiaries shall have been in compliance with all of their existing financial obligations; (h) All information previously furnished by the Borrower to the Bank shall be true and correct in all material respects; (i) With the exception of Liens permitted under Section 6.2(e) hereof, the Bank shall have received searches reflecting their release of all other financing statements and fixture filings including, but not limited to, those that may have been filed by Union Bank of California; and (j) Agent All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall have receivedbe reasonably satisfactory in content, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent Bank and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Groupcounsel, and the Tapco Group). (k) Borrowers shall have paid all fees Bank and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent such counsel shall have received a listing of any and all further information and documents which the Borrowers’ Account Debtors, including the name and address of each Bank or such Account Debtor. (n) Agent shall counsel may reasonably have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred requested in connection herewith as well as any payables stretched beyond their customary payment practicestherewith, Availability shall such documents where appropriate to be at least $20,000,000certified by proper corporate or governmental authorities.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders Lender shall not be required to fund any requested Loan, issue any Letter of Credit, Credit or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent Lender shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to AgentLender. (d) Agent Lender shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent Lender shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the titlename, name title and signature of each Person authorized to sign the Loan Documents. Agent Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent Lender shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPVan Deuren s.c., as well as any local counsel to Borrowers and Parent in Utah and Michiganor Lender, each in form and substance satisfactory to AgentLender. (g) Agent Lender shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent Lender shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents. (i) Each Borrower shall have provided, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentLender, all documentation and other information as Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Lender in relation to such Borrower. (ij) Agent Lender shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to AgentLender. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30March 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)2020. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders Lender on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate Report prepared as of the Closing DateNovember 30, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:satisfied (or waived by Agent with the consent of all Lenders): (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Except as provided on Schedule 10.1.11, Agent shall have received satisfactory evidence that Agent and/or Security Trustee shall have a valid and perfected first priority (except as otherwise permitted hereunder) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC ) and Lien searches and that all Liens on the Collateral other evidence satisfactory to Agent that such than Permitted Liens have been (or are the only Liens upon the Collateral, except Permitted Liensbeing) terminated. (c) Agent shall have received duly executed agreements establishing evidence of the establishment of each Dominion Account and related lockboxlockboxes (or similar arrangements acceptable to the Agent), together with fully-executed Deposit Account Control Agreements with respect thereto and covering the other Deposit Accounts listed on Schedule 8.5, in form each case as required by Sections 8.2.4 and substance, and with financial institutions, satisfactory to Agent8.5. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsDocuments as of the Closing Date. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; and (iv) that attached thereto are all governmental and third party consents and approvals as may be appropriate for such Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxxx Day, as UK counsel to the UK Domiciled Obligors and U.S. counsel to the Obligors, Norton Xxxx Xxxxxxx LLPXxxxxxxxx, as Dutch and UK counsel to Agent, as well as any other local counsel to Borrowers and Parent in Utah and MichiganObligors or Agent, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationorganization. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, all in compliance with the Loan Documents, together with endorsements naming and, if applicable, the designation of Agent as lender loss payee or additional insuredas its interest may appear thereunder, as appropriatein each case, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor Borrower or in of the qualityObligors, quantity or value of any Collateral taken as a whole, shall have occurred since September 30December 31, 20082012. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date, including all fees and expenses due under the Fee Letters. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateNovember 30, 2013. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Total Excess Availability shall be at least $20,000,000100,000,000. (l) All Debt arising under the Existing Credit Agreements shall have been repaid in full, and Agent shall have received satisfactory payoff letters, lien release documentation or similar agreements which evidence the foregoing. (m) Any information reasonably required by a Lender and any other Secured Party to enable it to meet its internal “know your customer” compliance requirements and normal operating procedures shall have been delivered. (n) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect. (o) Agent shall have received (a) financial projections of Parent through 2017 which, among other things, evidence Borrowers’ ability to comply with the Fixed Charge Coverage Ratio and (b) interim financial statements for Parent and its Subsidiaries as of October 31, 2013. (p) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens. (q) Each Obligor shall deliver to Agent a completed Perfection Certificate, executed and delivered by a Senior Officer of such Obligor, together with all attachments contemplated thereby. For purposes of determining compliance with the conditions specified in this Section 6.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Initial Loans. In addition The obligation of the Lender to make the Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each The Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments on or before the day of all filings or recordations necessary the borrowing the following, each dated such day (except for the document referred to perfect its Liens in the Collateralclause (ii), as well as UCC (iii) and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesiv)), in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Lender: (i) such Borrower is Solvent; The Note issued by the Borrowers to the order of the Lender; (ii) no Default or Event Copies of Default exists; the Articles, Certificate of Incorporation, partnership agreement (iii) Copies of the representations and warranties set forth in Section 9 are true and correct; and Bylaws or Operating Agreement, as applicable, of each Borrower, certified by its Secretary or an Assistant Secretary; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under Copies of resolutions of the Loan Documents. (e) Agent shall have received a certificate Board of a duly authorized officer Directors or other authorizing documents of each ObligorBorrower, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agentthe Lender, approving the Loan Documents and the Borrowings hereunder; (v) An incumbency certificate executed by the Secretary or an Assistant Secretary of each Borrower or equivalent document, certifying the names and signatures of the officers of such Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all Loan Documents; (vii) Executed copies of the Security Agreement, together with: (A) proper (viii) Executed copies of the Deed of Trust together with evidence satisfactory to Lender that the Deed of Trust has been accepted for filing in the real estate records of Beaver County, Utah. (gb) Agent The representations and warranties of Borrowers hereunder and under the other Loan Documents shall be true and correct in all material respects; (c) No Default or Event of Default shall have received copies occurred and be continuing prior to or immediately following making of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.Loan; and (hd) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, All corporate and legal proceedings and all instruments and documents in compliance connection with the Loan Documentstransactions contemplated by this Agreement shall be reasonably satisfactory in content, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group)Lender. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition The obligation of ------------------------------------- the Bank to make its initial Loan is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfiedprecedent that: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent The Bank shall have received acknowledgments on or before the day of all filings the initial Borrowing the following, each dated prior to or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that of such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificatesday, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, Bank: (i) such The Note(s) issued by the Borrower is Solvent; to the order of the Bank; (ii) no Default Copies of the Articles, Certificate of Incorporation, partnership agreement or Event other organizational document of Default exists; the Borrower, certified as of a recent date by the Secretary of State of its state of formation or incorporation; (iii) Copies of the representations and warranties set forth in Section 9 are true and correct; and Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy Copies of resolutions authorizing execution and delivery of the Loan Documents is true and completeBoard of Directors or other authorizing documents of the Borrower, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent.the Bank, approving the Loan Documents and the Borrowings hereunder; (gv) Agent shall have received copies of the charter documents of each Obligor, certified An incumbency certificate executed by the Secretary or an Assistant Secretary of State the Borrower or equivalent document, certifying the names and signatures of the officers of the Borrower or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by Persons authorized to sign the Secretary of State or Loan Documents and the other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.documents to be delivered hereunder; (hvi) Agent shall have received Executed copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent.; (ivii) Agent Opinion from Borrower's counsel substantially in the form of Exhibit B hereto; (b) The Bank shall have completed its businessdue diligence review of the Borrower, financial and the scope and results thereof shall be satisfactory to Bank in its discretion; (c) All information previously furnished by Borrower to Bank shall be true and correct in all material respects; (d) All fees required to be paid at closing shall have been paid; and (e) All corporate and legal due diligence of Obligorsproceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent Bank and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Groupcounsel, and the Tapco Group). (k) Borrowers shall have paid all fees Bank and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent such counsel shall have received a listing of any and all further information and documents which the Borrowers’ Account Debtors, including the name and address of each Bank or such Account Debtor. (n) Agent shall counsel may reasonably have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred requested in connection herewith as well as any payables stretched beyond their customary payment practicestherewith, Availability shall such documents where appropriate to be at least $20,000,000certified by proper corporate or governmental authorities.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions has been satisfiedis a condition precedent to Agent and Lenders making the initial Loans hereunder: (a) Notes Agent shall have been received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as Agent may request to evidence and effectuate the termination by the Existing Secured Parties of their respective arrangements with Borrower and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of Borrower or Servicer, duly authorized, executed by Borrowers and delivered by it or each of them, including, but not limited to, UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and Borrower, as debtor, UCC financing statement amendments for all UCC financing statements filed by Borrower as secured party/buyer, Originator as debtor/seller and any of the Existing Secured Parties (or their predecessors) as assignee of Borrower to change the assignee and the written authorization in favor of Agent (or its designee) to file such UCC termination statements and such UCC financing statement amendments in each case in form and substance satisfactory to Agent and notices to the banks at which the Lock-Box Accounts and Concentration Account are maintained terminating the interest of the Existing Secured Parties therein as acknowledged and agreed to by such banks; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Borrower and Servicer certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower and Servicer as is set forth herein and such document as shall set forth the organizational identification number of Borrower, if one is issued in its jurisdiction of incorporation); (c) no material adverse change shall have occurred in the assets, business or prospects of Borrower or Servicer since the date of Agent's latest field examination (not including for this purpose the field review referred to in clause (d) below) and no change or event shall have occurred which would impair the ability of Borrower or Servicer to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Agent or any Lender to enforce the Obligations or realize upon the Collateral; (d) Agent shall have completed a field review of the Records and such other information with respect to the Collateral as Agent may require to determine the amount of Loans available to Borrower (including, without limitation, current perpetual inventory records and/or roll-forwards of Accounts through the date of closing in a manner satisfactory to Agent, together with such supporting documentation as may be necessary or appropriate, and other documents and information that requests issuance will enable Agent to accurately identify and verify the Collateral), the results of which each case shall be satisfactory to Agent, not more than three (3) Business Days prior to the date hereof; (e) Agent shall have received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, consents from the Senior Credit Facility Agent and the lenders under the Senior Credit Facility Agreement and from the Subordinated Credit Facility Agent and the lenders under the Subordinated Credit Facility Agreement; (f) the Excess Availability as determined by Agent, as of the date hereof, shall be not less than $5,000,000 after giving effect to the initial Loans made or to be made in connection with the initial transactions hereunder; (g) Agent shall have received, in form and substance satisfactory to Agent, Deposit Account Control Agreements by and among Agent, Borrower, and each bank where there is a Lock-Box Account and the Concentration Account, in each case, duly authorized, executed and delivered by such bank and Borrower; (h) Agent shall have received evidence, in form and substance satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the Collateral; (i) Agent shall have received and reviewed lien and judgement search results for the jurisdiction of incorporation or organization of each Transaction Party and Originator and the jurisdiction of the chief executive office of each Transaction Party and Originator, which search results shall be in form and substance satisfactory to Agent; (j) Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as loss payee; (k) Agent shall have received the Receivables Purchase Agreement and the WPS Finco Note in form and substance satisfactory to Agent, duly executex xx the parties thereto; (l) Agent shall have received the Intercreditor Agreements, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto, Borrower and WestPoint; (m) Agent shall have received, in form and substance satisfactory to Agent, such opinion letters of counsel to Borrower with respect to the Transaction Documents and such other matters as Agent may request, including a favorable opinion of special counsel to the Transaction Parties and the Originator, as to (i) the existence of a Note. Each "true sale" of the Receivables from the Originator to Borrower under the Receivables Purchase Agreement and (ii) the inapplicability of the doctrine of substantive consolidation to Borrower and WestPoint in connection with any bankruptcy proceeding involving WestPoint; (n) Agent shall have received, in form and substance satisfactory to Agent, written confirmation from WestPoint that the independent certified public accountants to WestPoint have represented to it that Borrower will be treated as a qualifying special purpose entity pursuant to FASB 140 in the audited financial statements of WestPoint and such other Loan Document related matters as Agent may reasonably request; and (o) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Agent by each of the signatories theretoAgent, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received (i) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted LiensLiens and (ii) all Lien Waivers reasonably requested by Agent. (c) Agent shall have received, each in form and substance reasonably satisfactory to Agent, (i) financial projections of Borrower evidencing Borrower’s ability to comply with the requirements set forth in Section 10.3 hereof, and (ii) interim financial statements for Borrower dated as of a date not more than 45 days prior to the Closing Date. (d) Agent shall have received (i) duly executed agreements establishing each the Dominion Account and related lockboxlockbox and (ii) duly executed Deposit Account Control Agreements as required pursuant to Section 8.5, each in form and substance, and with financial institutions, satisfactory to Agent. (de) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correctcorrect in all material respects (to the extent not otherwise qualified by the concept of “materiality”); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Godward Kronish LLP, as well as local counsel to Borrowers and Parent in Utah and MichiganBorrower, each in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualificationqualification except to the extent the failure to so qualify would not reasonably be expected to cause a Material Adverse Effect. (hi) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (ij) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results examination reasonably satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateJune 30, 2009. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of Availability plus the amount of domestic cash in deposit accounts of Borrower and its Domestic Subsidiaries not subject to a Lien (other than Liens in favor of Agent) shall be at least $20,000,00040,000,000. (m) As of the Closing Date, and other than as set forth on Schedule 9.1.16 of the Disclosure Letter, there shall exist no pending or to the best of Borrower’s knowledge threatened action, suit, proceeding, or counterclaim by any Person or, to the best of Borrower’s knowledge, investigation by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect. (n) Borrower shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with this Agreement and the transactions contemplated hereby.

Conditions Precedent to Initial Loans. In addition The obligation of the Lender to make the Term Loan requested to be made by it hereunder is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, satisfaction or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each waiver by the Lender of the following conditions has been satisfiedprecedent: (a) Notes The Lender shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been received: (i) this Agreement, duly executed and delivered to Agent by each an authorized officer of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Borrower; and (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; the Security Agreement, the Pledge Agreement, and the Guaranty, in each case executed and delivered by the Loan Parties party thereto; (iii) a closing certificate, in the representations and warranties set forth in Section 9 are true and correct; and form provided by Lender, duly executed by Borrower; (iv) share certificates for the Trust Preferred Shares that are pledged to the Lender as Collateral for the Obligations pursuant to the Pledge Agreement, together with an undated stock power for each such Borrower has complied with all agreements and conditions to be satisfied certificate executed in blank by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligorthe Borrower; and (v) a fully-executed copy of the Purchase Agreement and all schedules and exhibits thereto; (b) the initial capitalization of the Borrower, certifying by the contribution by Parent of Trust Preferred Shares with a market value of not less than $5,000,000 and Cash Equivalents in the amount of not less than $5,832,535; (ic) that attached copies The Lender shall have received satisfactory projections of such Obligor’s Organic Documents are true the Borrower through the Maturity Date; (d) All governmental and completethird party approvals necessary in connection with the Acquisition, the continuing operations of the Loan Parties and their Subsidiaries, and the transaction contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without amendment except as shown; any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Acquisition or the financing contemplated hereby; (iie) that an attached copy The Lender shall have received results of resolutions authorizing execution a recent lien search in each of the jurisdictions where the Loan Parties are organized and delivery the assets of the Loan Documents is true and completeParties are located, and that such resolutions are searches confirm the priority of the Liens in full force favor of the Lender and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to reveal no liens on any of the title, name and signature assets of each Person authorized to sign the Loan Documents. Agent may conclusively rely on Parties, except for liens permitted under this certificate until it is otherwise notified by the applicable Obligor in writing.Agreement; (f) Agent The Lender shall have received payment, in immediately available funds of a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a rollnon-forward of its previous field examination, with results satisfactory to Agent. No material adverse change refundable origination fee in the business, operations, Properties, prospects or condition (financial or otherwise) amount of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form $25,000 and substance satisfactory all other fees required to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Groupbe paid, and all expenses for which invoices have been presented (including the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders of legal counsel), on or before the Closing Date. (lg) The Intercreditor Agreement Lender shall have been duly executed and delivered to Agent by each of the signatories theretoreceived, and be in form and substance reasonably satisfactory to it, a certificate of each Lender in their sole discretion.Loan Party, certified by a secretary of such Loan Party, dated the Closing Date, including: (mi) Agent a certificate of formation, organization, or incorporation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party; (ii) by-laws, operating agreements, and partnership agreements, as applicable, for each Loan Party as in effect on the date on which the resolutions referred to below were adopted; (iii) resolutions of the governing body of each Loan Party approving the transaction and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate, partnership, or limited liability company action; (iv) a certification that the names, titles, and signatures of the officers of each Loan Party authorized to sign each Loan Document to which it is or is to be a party and other documents to be delivered hereunder and thereunder are true and correct; (v) a long-form good standing certificate for each Loan Party from its jurisdiction of organization; and (vi) a good standing certificate for each Loan Party from each state where it is qualified to do business; (h) The Lender shall have received a listing the legal opinion of Winthrop & Weinstine, counsel to the Borrowers’ Account DebtorsBorrower and its Subsidiaries, including in form and substance acceptable to the name and address of each such Account Debtor.Lender; (ni) Agent The Lender shall have received reasonably satisfactory evidence that each document (including any Uniform Commercial Code financing statement and appropriate filings with the United States Patent and Trademark Office or United States Copyright Office) required by the Loan Documents or any Requirement of Law or reasonably requested by the Lender to be filed, registered, or recorded in order to create in favor of the Lender a Borrowing Base Certificate prepared as perfected first priority Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted under this Agreement), shall have been properly filed (or provided to the Lender) or executed and delivered in each jurisdiction; (j) The Lender shall have received evidence of insurance coverage in form, scope and substance satisfactory to the Lender and otherwise in compliance with the terms of Section 5.10 and Section 6.06 of this Agreement; and (k) The Lender shall have received, at least three (3) Business Days prior to the Closing Date. Upon giving effect , (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and (ii) to the initial funding of Loans and issuance of Letters of Creditextent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), and a customary FinCEN beneficial ownership certification in relation to the payment by Borrowers of all fees and expenses incurred Borrower, in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be each case requested at least $20,000,000ten Business Days prior to the Closing Date.

Conditions Precedent to Initial Loans. In addition No Lender shall be obligated to make the conditions set forth in Section 6.2, Lenders shall not be required to fund Initial Term Loan or the initial Revolving Loan or incur any requested Loan, issue any initial Letter of CreditCredit Obligation, or otherwise extend credit to Borrowers take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date (on which the Lenders make the Initial Term Loan and the initial Revolving Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”) that each of the following conditions has been satisfied:): (a) Notes shall have been a counterpart of this Agreement duly executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Party; (b) Agent shall have received acknowledgments a certificate executed by the Secretary of all filings or recordations necessary each Loan Party, the form of which is attached hereto as Exhibit C (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Amended and Restated Notes duly executed by Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to perfect its Liens in the Collateral, as well Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and Lien searches and tax lien search results demonstrating that there are no other evidence satisfactory to Agent that such Liens are the only Liens upon security interests or liens on the Collateral, except other than Permitted Liens.Liens (as defined below); (g) a New Warrant in favor of each Lender (or its affiliate or designee); (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) copies of the executed landlord consent and/or bailee letter in favor of Agent executed in connection with the Original Loan Agreement by the landlord or bailee, as applicable, for any third party location where (a) any Loan Party’s principal place of business, (b) any Loan Party’s books or records or (c) Agent shall have received duly executed agreements establishing Collateral with an aggregate value in excess of $100,000 is located, a form of which is attached hereto as Exhibit E-1 and Exhibit E-2, as applicable (each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.an “Access Agreement”); (dj) Agent shall have received certificatesa legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to itAgent; (k) a completed EPS set-up form, from a knowledgeable Senior Officer form of which is attached hereto as Exhibit G (the “EPS Setup Form”); (l) an updated and completed perfection certificate, duly executed by each Borrower certifying thatLoan Party (the “Perfection Certificate”), after giving effect a form of which Agent previously delivered to the initial Loans and transactions hereunder, Borrower; (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iiim) the representations Lockbox Account Agreement and warranties set forth one or more Account Control Agreements (as such terms are defined in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorSchedule F), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory reasonably acceptable to Agent., duly executed by the applicable Loan Parties and the applicable depository or financial institution, for the Lockbox Account (as such term is defined in Schedule F) and each other deposit and securities account (other than deposit accounts used exclusively for payroll or withholding tax purposes) listed on the Perfection Certificate; (gn) Agent shall have received copies of the charter documents of each Obligoran amended and restated pledge agreement, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance reasonably satisfactory to Agent., executed by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Subsidiary (as defined below) of each Loan Party that is incorporated under the laws of any State of the United States or the District of Columbia, (b) shares of the outstanding capital stock of any class of each Subsidiary of such Loan Party that is not incorporated under the laws of any State of the United States or the District of Columbia that constitute 65% of the total combined voting power of all capital stock of all classes of such Subsidiary and (c) any and all Indebtedness (as defined in Section 7.2 below) owing to Loan Parties (the “Pledge Agreement”); (io) Agent shall have completed its businessan amended and restated guaranty agreement (together with any other guaranty that purports to provide for a guaranty of the Obligation, financial the “Guaranty”), in form and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results substance reasonably satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008.executed by each Guarantor; (jp) Agent shall have receivedcopies of the License Agreement, dated as of August 9, 1999, by and between Borrower and Medtronic, Inc. (as amended, the “Medtronic License Agreement”) and each agreement evidencing the Subordinated Debt (as defined below), and a subordination agreement, in form and substance satisfactory to Agent, interim financial statements executed by Agent, Borrower and Medtronic, Inc. (the “Medtronic Subordination Agreement”); (q) duly executed originals of an initial Borrowing Base Certificate from Borrower, dated the Closing Date, reflecting information concerning Qualified Accounts (as such term is defined in Schedule C) of Borrower as of a date not more than 30 seven (7) days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group).Date; (kr) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories theretoa disbursement instruction letter, and be in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender in their sole discretion.and indicating the Terms Loans and Revolving Loans to be made on the Closing Date (the “Disbursement Letter”); (ms) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, Note, the Warrants, the Perfection Certificate, the Pledge Agreement, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (t) Agent shall have received a listing of the Borrowers’ Account DebtorsAssignment Agreement, including the name duly executed by GECC and address of each such Account Debtor.Oxford and acknowledged and consented to by Borrower; and (nu) Agent and Lenders shall have received a Borrowing Base Certificate prepared the fees required to be paid by Borrower, if any, in the respective amounts specified in Section 2.7, and Borrower shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the Closing Date. Upon giving effect to the initial funding date of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000this Agreement.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.26.2 and Section 6.3, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:satisfied (and notwithstanding anything to the contrary herein, any Borrowing on the Closing Date shall be in an amount not in excess of $1,000,000 and the proceeds thereof shall be used only for the payment of fees and expenses incurred in connection with the negotiation and delivery of this Agreement): (a) Notes shall have been executed by Borrowers Borrower and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received (i) duly executed Security Documents from such Obligors as it shall reasonably request, (ii) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted LiensLiens and (iii) evidence that the Cayman Guarantor has recorded the security interests created by it pursuant to this Agreement and/or the Security Documents in its register of mortgages and charges. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 Article IX are true and correctcorrect in all material respects (to the extent not qualified by the concept of “materiality”); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; and (v) the entry into by the Borrower of the Loan Documents to which it is a party will not breach any borrowing or guarantor restriction binding on the Borrower or any of its Subsidiaries under its Organic Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions (including, without limitation, resolutions of the sole [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. shareholder of the Borrower) authorizing execution and delivery of the Loan Documents and the transactions contemplated thereby is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents and containing the specimen signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPDLA Piper LLP (US), as well as any local counsel to Borrowers and Parent in Utah and MichiganObligors or Agent, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization or incorporation. Agent shall have received good standing certificates (where applicable) for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization or incorporation and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersParent and the other Obligors, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30December 31, 20082009. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers Borrower shall have paid all fees due and payable to the Agent and Lenders under the Fee Letter and all expenses to be paid to Agent and Lenders on the Closing Dateas provided herein. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of December 31, 2010 and any other Borrowing Base Certificate required under Section 8.1 as of the Closing Datedate on which the conditions set forth in clauses (a) through (j) of this Section 6.1 are satisfied. (l) Agent shall have received, in form and substance satisfactory to it, (a) financial projections for Parent and Subsidiaries evidencing the ability to comply with the financial covenants set forth herein and (b) interim financial statements for Parent and Subsidiaries dated as of November 30, 2010 and any other financial statements required [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Upon giving effect to be delivered as of the initial funding date on which the conditions set forth in clauses (a) through (j) of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000this Section 6.1 are satisfied.

Conditions Precedent to Initial Loans. In addition The obligation of any Lender to make any Loan hereunder is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter fulfillment (or waiver by Required Lenders) of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each all of the following conditions has been satisfiedconditions: (a) Notes shall have been receipt by Lenders of an executed by Borrowers and delivered to each Lender that requests issuance Funding Request in the form of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Exhibit C attached hereto; (b) Agent shall have received acknowledgments resolutions of all filings the Board of Directors (or recordations necessary other governing body) of Borrower and certified by a Responsible Officer of Borrower which authorize the execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory which Borrower is or is to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.be a party; (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory the Organizational Documents for Borrower certified as of a date reasonably acceptable to Agent.the Lenders by the appropriate official(s) of the jurisdiction of organization of Borrower; (d) Agent shall have received certificatesa favorable opinion of Disclosure Law Group, a Professional Corporation, counsel to the Borrower, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect the Required Lenders and their legal counsel and covering such matters incident to the initial Loans transactions contemplated hereby and transactions hereunderthe other Loan Documents as the Required Lenders may reasonably require, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions addressed to be satisfied by it under the Loan Documentseach Lender. (e) Agent shall have received a certificate payment of a duly authorized officer all reasonable and documented fees, charges and disbursements of each ObligorStroock & Stroock & Lxxxx LLP, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect primary outside counsel to this credit facility; and (iii) Lenders to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days extent invoiced prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders or on the Closing Date. (lf) The Intercreditor Agreement the representations and warranties contained in Section 5 shall have been duly executed be true and delivered to Agent by each of the signatories thereto, correct in all material respects on and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon Date and through and including the Funding Date as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to the initial funding of Loans such Loan (provided, however, that those representations and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability warranties expressly referring to another date shall be at least $20,000,000true, correct and complete in all material respects as of such date). The making of each Loan shall be deemed to be a representation and warranty by Borrower on the date of such Loan as to the accuracy of the facts referred to in this Section 3.1.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor Borrower shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iiiii) the representations and warranties set forth in Section 9 are true and correct; and (iviii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Borrower in writing. (f) Agent shall have received a written opinion of Pillsbury Schmiedeskamp, Robertson, Neu & Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each LLP in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each ObligorBorrower, certified by the Secretary of State or other appropriate official of each such Obligor’s jurisdiction of organizationBorrower. Agent shall have received good standing certificates for each ObligorBorrower, issued by the Secretary of State or other appropriate official of such ObligorBorrower’s jurisdiction of organization and each jurisdiction where such ObligorBorrower’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower (including without limitation the policy with respect to the Inventory associated with Xxxxxxxx Steel), together with endorsements naming Agent as loss payee on insurance covering the Collateral and additional insured, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Documents and in form and substance satisfactory to AgentAgent in its discretion. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor Borrower or in the quality, quantity or value of any Collateral shall have occurred since September 30February 29, 20082012. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of September 30, 2012 in connection with the Closing Date. Upon giving effect most recent field exam. (l) Borrowers shall have provided satisfactory evidence that no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s discretion (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby. (m) Agent shall have received a fully executed consent hereto from each Exiting Lender in form reasonably satisfactory to Agent. (n) Agent shall have received a fully executed termination letter with respect to each deposit account control agreement entered into in connection with the Original Credit Agreement from each Exiting Lender. (o) A duly executed reaffirmation of the existing subordination letter with respect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Foreign Affiliate Loans.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that , unless each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers Xxxxxxxxx and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) Agent shall have received all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentblank. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower each Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 that are qualified by materiality are true and correctcorrect and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorObligor (other than an Immaterial Subsidiary), certifying (i) that such Obligor’s Organic Documents have not been modified or the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received (i) a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPRuskin Moscou Xxxxxxxxxx, as well as P.C. LLP in form and substance satisfactory to Agent and (ii) a written opinion of any local counsel to Borrowers and Parent in Utah and MichiganObligors as Agent may reasonably request, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each ObligorObligor (other than an Immaterial Subsidiary), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such ObligorXxxxxxx’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (li) The Intercreditor Jiffy Acquisition shall be consummated in accordance with the Jiffy Purchase Agreement shall have been duly executed and delivered to Agent by each of the signatories theretowithout any amendments, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtorsmodifications, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect waivers or consents thereto that are not reasonably acceptable to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Agent.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Agent, Issuing Bank, and Lenders shall not be required to fund any requested Loan, issue or arrange for issuance of any Letter of Credit, or otherwise extend credit or grant any other accommodation to Borrowers hereunderor for the benefit of Borrowers, until the date (“Closing Date”) that each of the following conditions has been satisfied, or waived by Agent in writing in Agent’s sole discretion: (a) Notes shall have been executed Each Loan Document, including without limitation that certain Second Omnibus Amendment and Reaffirmation of Existing Ancillary Documents by Borrowers and delivered to each Lender that requests issuance of a Note. Each other among Obligors, Agent, and Lenders concerning the 2013 Loan Document Documents, shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received (a) an amendment to each Mortgage and a date down endorsement to each title insurance policy, each in form and substance satisfactory to Agent and (b) with respect to all Real Estate subject to a Mortgage (i) a life-of-loan flood hazard determination and, if the Real Estate is located in a special flood hazard area, an acknowledged notice to borrower and flood insurance by an insurer acceptable to Agent, and (ii) to the extent requested by Agent or not previously provided to Agent, an environmental assessment, prepared by environmental engineers acceptable to Agent, and such other reports, certificates, studies or data as Agent may reasonably require, all in form and substance satisfactory to Agent. (d) to the extent not previously delivered to Agent, Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such each Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 and in all other documents previously or concurrently delivered by one or more of the Borrowers to Agent are true and correctcorrect in all material respects (except to the extent that any such representation or warranty is qualified by its terms with respect to materiality, in which case such certification shall provide that such representation or warranty is true and correct in all respects); and (iv) such each Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (v) each Borrower has obtained all governmental and third party consents and approvals as may be appropriate or required in connection with the Loan Documents; and (vi) to the best of Borrowers’ knowledge, the Dealer Finance Agreements are sufficient in all material respects for the financing needs of the Borrowers’ dealers. (ef) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPXxxxxxxxxx & Xxxxx, as well as local counsel to Borrowers and Parent in Utah and MichiganP.A., each in form and substance reasonably satisfactory to Agent. (gh) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (hi) to the extent not previously delivered to Agent, Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrowers (including certificates naming Agent as lender’s loss payee or additional insured, as applicable), all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent No material adverse change, in the opinion of Agent, in the business, assets, properties, liabilities, operations, condition or prospects of Obligors, taken as a whole, shall have receivedoccurred since March 31, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group2016, and no change, occurrence or development shall have occurred or become known to Agent since March 31, 2016 that would reasonably be expected to have a Material Adverse Effect on the Tapco Group)Borrowers and their subsidiaries, taken as a whole. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared Report as of October 31, 2016. (m) There shall have been, since November 7, 2016, an absence of any material disruption or any material adverse change in the Closing Date. Upon giving effect to conditions of the initial funding of Loans financial, banking and issuance of Letters of Creditcredit markets that Agent, and the payment by Borrowers of all fees and expenses incurred in its sole discretion, deems material in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000with the syndication of the Obligations hereunder.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, until the date (“Closing Third Restatement Date”) that each of the following conditions has been satisfied:satisfied (and with respect to deliveries of Loan Documents, each such delivery shall be fully-executed (where applicable) and in form and substance satisfactory to Agent and its counsel) (subject to Section 10.1.13): (a) Notes shall have been executed by Borrowers each Borrower and delivered to each Applicable Lender that requests issuance of a Note. Each other Loan Document set forth on the List of Closing Documents shall have been duly executed and delivered to Agent (where applicable) by each of the signatories theretothereto and delivered to Agent, and each Obligor Loan Party shall be in compliance with all terms thereof. Each other instrument, document or agreement set forth on the List of Closing Documents shall have been executed (where applicable) and delivered to Agent. (b) Agent shall have received acknowledgments satisfactory evidence that Agent shall have a valid and perfected security interest in the Collateral (including delivery to Agent of all instruments needed for filings or recordations necessary to perfect its Liens in the Collateral). (c) Agent shall have received UCC, as well as UCC PPSA, and Lien searches and other evidence satisfactory to Agent that such its Liens are the only Liens upon the ABL Collateral, except Permitted Liens. (cd) All filing and recording fees and taxes shall have been duly paid or arrangements satisfactory to Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentbeen made for the payment thereof. (de) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Responsible Officer of each Borrower Loan Party certifying that, after giving effect to the Transactions and the initial Loans and transactions hereunder, (i) such the Canadian Borrower is and its consolidated Restricted Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Restricted Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 with respect to such Loan Party are true and correctcorrect in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); and (iv) such Borrower Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) Agent shall have received a certificate of a duly authorized officer of or other person authorized to represent each ObligorLoan Party, certifying (i) that attached copies of such ObligorLoan Party’s Organic Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document have been obtained and are in effect; and (iiiiv) to the title, name and signature of each Person authorized to sign the Loan DocumentsDocuments to which such Loan Party is a party. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fg) Agent shall have received a written opinion satisfactory opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPcounsel to the Loan Parties, as well as in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents) and of appropriate local counsel to Borrowers (including Ontario and Parent in Utah and Michigan, each in form and substance satisfactory to AgentNetherlands counsel). (gh) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. . (i) Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct with respect to the European Borrower, an original extract from the register of business or ownership the chamber of Property necessitates qualificationcommerce. (hj) Since December 31, 2015 no change, occurrence or development shall have occurred or become known to the Lead Arrangers that could reasonably be expected to have a Material Adverse Effect. (k) Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Restricted Subsidiaries; and Agent shall have received copies of policies or short form (if available) (i) certificates of insurance for the insurance policies carried by Borrowerswith respect to each Loan Parties’ property and liability insurance, all in compliance with the Loan Documents, together with and (ii) endorsements naming Agent as lender lender’s loss payee or additional insuredmortgagee, as appropriatethe case may be and as its interests may appear, under all casualty and business interruption insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral, in each case, in form and substance reasonably satisfactory to Agent. (il) Agent shall have completed its businessNo action, financial and legal due diligence of Obligorssuit, including a roll-forward of its previous field examinationinvestigation, with results satisfactory to Agent. No material adverse change litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in the business, operations, Properties, prospects Lenders’ judgment (a) could reasonably be expected to have a Material Adverse Effect or condition (financial b) could reasonably be expected to materially and adversely affect the credit facilities or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretiontransactions contemplated hereby. (m) All accrued fees and expenses of the Secured Parties and Lead Arrangers (including the fees and expenses of counsel (including any local counsel) for such Secured Parties and Lead Arrangers) due from the Loan Parties on or prior to the Third Restatement Date, including all fees payable to Agent under the Agent Fee Letter, shall have been paid in full in cash. (n) All conditions precedent to the closing of the Fixed Asset Facility shall have been satisfied in accordance with the Permitted Secured Debt Documents to be executed on the Third Restatement Date. Agent shall have received a listing certificate of a Responsible Officer of Loan Party Agent certifying copies of the Borrowers’ Account Debtorsmaterial Permitted Secured Debt Documents to be executed on the Third Restatement Date attached thereto to be true, including the name correct and address of each such Account Debtorcomplete copies thereof. (no) The Senior Notes Issuance shall have been consummated substantially concurrently with the Third Restatement Date. (p) Each Lender shall have received all Patriot Act, anti-money laundering and “know your client” documentation required in connection with this Agreement from the Loan Parties. (q) Agent shall have received a Borrowing Base Certificate prepared as executed releases with respect to all outstanding mortgages in favor of the Closing Date. Upon giving effect to Agent under the initial funding Existing Credit Agreement. (r) Each of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability Lenders shall be at least $20,000,000have entered the Reallocation Agreement.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing "Effective Date”") that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Borrowers and their Subsidiaries taken as a whole are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s 's Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion addressed to Agent and Lenders of Pillsbury (i) Bond Xxxxxxxxx & Xxxx, PLLC counsel to the Obligors and their Subsidiaries, (ii) Xxxxxx Xxxxxxxx, special Washington state counsel to Seneca Snack, and (iii) Xxxxxxxx Xxxx Xxxxxxx LLPXxxxxx PC, special Oregon counsel to Portland Food and Xxxx, as well as any other local counsel to Borrowers and Parent Obligors or Agent, in Utah and Michiganeach case, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization and each jurisdiction where such Obligor’s 's conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersObligors, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to Agent. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30March 31, 20082016. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Effective Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of the Closing DateJuly 5, 2016. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,00060,000,000. (l) Borrowers and their Subsidiaries shall have delivered to Agent a Mortgagee Consent or Lien Waiver, as applicable, as requested by the Agent with respect to any Real Estate and/or any assets of the Obligors that are in the possession of a landlord or warehouseman. (m) Borrowers and their Subsidiaries shall have delivered to Agent an Equipment Access Agreement with respect to any leased Labeling Equipment located at a Labeling Facility other than with respect to Labeling Equipment leased from Bank of America or any of its Affiliates.

Conditions Precedent to Initial Loans. In addition The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the conditions set forth in Section 6.2fulfillment, Lenders shall not be required to fund any requested Loanthe reasonable satisfaction of Agent and each Lender, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:precedent (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent): (a) Notes The Closing Date shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. occur on or before August 6, 2021. (b) Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance in all material respects with all terms thereof. (bc) Agent The Lead Arranger shall have received acknowledgments from the Borrowers a detailed business plan or projections of all filings or recordations necessary to perfect the Borrower and its Liens in subsidiaries for the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agentyears 2021 through 2025. (d) Except as set forth in Section 6.3(c), Agent shall have received certificatesfrom the Borrowers and the Guarantors reasonably satisfactory customary legal opinions (including legal opinions delivered by each such Person’s general counsel), corporate documents and officers’ and public officials’ certifications; a Notice of Borrowing; Organic Documents; customary evidence of authorization to enter into the Loan Documents in respect of the Obligations; and good standing certificates in jurisdictions of formation/organization, in form and substance satisfactory to it, from a knowledgeable Senior Officer each case of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsObligors. (e) Agent shall have received a solvency certificate of a duly authorized from the chief financial officer or equivalent officer of each Obligorthe Borrowers certifying that the Borrowers and their Subsidiaries, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) on a consolidated basis after giving effect to the titleTransactions, name and signature are Solvent, the form of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it which is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, attached as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentExhibit 6.1(h). (i) Agent shall have completed its businessreceived confirmation of the filing of all UCC financing statements in the jurisdiction of organization of each Borrower and Guarantor with respect to the Collateral for which a security interest can be perfected by the filing of a UCC financing statement, financial (ii) Agent shall have received stock certificates and legal any other certificated equity interests of the Borrowers and their subsidiaries (other than any equity interests constituting Excluded Assets), together with undated stock powers executed in blank, and (iii) Agent shall have received intellectual property security agreements in proper form for filing with the United States Patent and Trademark Office (“USPTO”) and the United States Copyright Office (“USCO”) for any patents, trademarks or copyrights registered with the USPTO or USCO, respectively (or applications therefor), that do not constitute Excluded Assets, together with an authorization from all Borrower and Guarantors that Agent can file such intellectual property security agreements with the USPTO or the USCO, as applicable. (g) All fees earned, due diligence and payable on the Closing Date pursuant to this Agreement and the Fee Letter and expenses earned, due and payable on the Closing Date pursuant to this Agreement shall, upon the closing under the Loan Documents, have been paid (which amounts may be offset against the proceeds of the applicable Loans). (h) Agent and Lenders shall have received with respect to the Obligors, including a rollat least ten (10) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-forward of its previous field examinationmoney laundering rules and regulations, with results satisfactory to Agent. No material adverse change in including, without limitation, the businessPatriot Act. (i) Since December 31, operations2020, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral no Material Adverse Effect shall have occurred since September 30, 2008occurred. (j) Borrowers and their respective Subsidiaries shall have TTM Consolidated EBITDA of not less than $55,700,000 for the period ending March 31, 2021. (k) Agent shall have received, each received the results of lien searches with respect to the Borrowers and their respective Subsidiaries in form jurisdictions reasonably selected by it. (l) Agent shall have received evidence that all insurance required hereunder is currently effective and substance satisfactory to that the related policies name Agent, interim financial statements on behalf of the Lenders, as lenders loss payee or additional insured, as applicable. (m) After giving effect to the Transactions on a Pro Forma Basis, the Total Leverage Ratio as of the Closing Date shall not more be greater than 30 3.25:1.00. (n) All existing Debt for borrowed money of Holdco and its Subsidiaries, other than Debt owing to Agent and Lenders which shall be subject to the terms of this Agreement, shall be repaid in full and all liens relating thereto extinguished on or prior to the Closing Date except to the extent such Debt constitutes Debt permitted pursuant to Section 10.2.1 hereof. (o) At least five (5) days prior to the Closing Date for: Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender so requesting shall have received a Beneficial Ownership Certification and all other related “know your customer” documents and information with respect to such Borrower. (p) The Agent and the Lenders shall have received from the Borrowers the aggregate amount of fees and expenses payable to each of them by the Borrowers in connection with the consummation of the Transaction, in the case of expenses, to the extent invoiced in writing at least two business days (or such shorter period as the Borrowers may agree) in advance of Closing. (q) The Agent shall have received the financial statements described in (i) Parent and its Subsidiaries on a consolidated basis; Section 10.1.2(a) for the Fiscal Year ending December 31, 2020, and (ii) Parent and its Subsidiaries on a consolidating basis Section 10.1.2(b) for the Fiscal Quarter ending March 31, 2021 (but only on a group by group basis for each of the HRI Groupcollectively, the Eldorado Group“Historic Financial Statements”), the SCP Groupwhich shall, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by in each of the signatories theretocase, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect acceptable to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Lenders.

Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor Borrower shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iiiii) the representations and warranties set forth in Section 9 are true and correct; and (iviii) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each ObligorBorrower, certifying (i) that attached copies of such ObligorBorrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Borrower in writing. (f) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLPSchmiedeskamp, as well as local counsel to Borrowers and Parent in Utah and MichiganRobertson, each Neu & Mxxxxxxx LLP in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each ObligorBorrower, certified by the Secretary of State or other appropriate official of each such Obligor’s jurisdiction of organizationBorrower. Agent shall have received good standing certificates for each ObligorBorrower, issued by the Secretary of State or other appropriate official of such ObligorBorrower’s jurisdiction of organization and each jurisdiction where such ObligorBorrower’s conduct of business or ownership of Property necessitates qualification. (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by BorrowersBorrower (including without limitation the policy with respect to the Inventory associated with Hxxxxxxx Steel), together with endorsements naming Agent as loss payee on insurance covering the Collateral and additional insured, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each Documents and in form and substance satisfactory to AgentAgent in its discretion. (i) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or financial condition (financial or otherwise) of any Obligor Borrower or in the quality, quantity or value of any Collateral shall have occurred since September 30February 29, 20082012. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (nk) Agent shall have received a Borrowing Base Certificate prepared as of September 30, 2012 in connection with the Closing Date. Upon giving effect most recent field exam. (l) Borrowers shall have provided satisfactory evidence that no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s discretion (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby. (m) Agent shall have received a fully executed consent hereto from each Exiting Lender in form reasonably satisfactory to Agent. (n) Agent shall have received a fully executed termination letter with respect to each deposit account control agreement entered into in connection with the Original Credit Agreement from each Exiting Lender. (o) A duly executed reaffirmation of the existing subordination letter with respect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000Foreign Affiliate Loans.

Conditions Precedent to Initial Loans. In addition The obligation of the Lender to make the initial Loans and of the Issuing Bank to issue the initial Letter of Credit is subject to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each satisfaction of the following conditions has been satisfiedprecedent on or prior to the Closing Date: (a) Notes shall have been executed by Borrowers and delivered to each The Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateralfollowing agreements, as well as UCC documents, certificates and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (d) Agent shall have received certificates, opinions in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans Lender and transactions hereunder, duly executed and delivered by the parties thereto: (i) such Borrower is Solvent; This Agreement; (ii) no Default or Event The Revolving Credit Note, substantially in the form of Default exists; EXHIBIT A hereto; (iii) Certificates of insurance or insurance binders evidencing compliance with Section 5.3 hereof and the representations and warranties set forth in Section 9 are true and correct; and applicable provisions of the Security Documents; (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under Borrowing Base Report as of the Loan Documents.Closing Date; (ev) Agent shall have received a Notice of Borrowing or Conversion as of the Closing Date; (vi) A certificate of a duly authorized officer the Secretary or an Assistant Secretary of each Obligor, certifying (i) that attached copies the Borrower with respect to resolutions of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy its Board of resolutions Directors authorizing the execution and delivery of the Loan Documents is and identifying the officer(s) authorized to execute, deliver and take all other actions required under this Agreement, and providing specimen signatures of such officer(s); (vii) The Certificate of Incorporation of the Borrower and all amendments and supplements thereto, as filed in the office of the Secretary of State of its jurisdiction of formation, certified by said Secretary of State as being a true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.correct copy thereof; (fviii) Agent shall have received a written opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies The By-laws of the charter documents of each ObligorBorrower and all amendments and supplements thereto, certified by the Secretary or an Assistant Secretary of State or other appropriate official the Borrower as being a true and correct copy thereof; (ix) A certificate of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State of Delaware as to legal existence and good standing of the Borrower in such state; (x) A certificate of the Secretaries of State of each state in which the Borrower is doing business as to the due qualification and good standing of the Borrower as a foreign corporation in such states; (xi) An opinion addressed to the Lender from Hale xxx Dorr LLP, special counsel to the Borrower and the Subsidiaries; (xii) A certificate of the chief financial officer of the Borrower as to the solvency of the Borrower, the accuracy of the Borrower's representations and warranties, compliance with financial covenants on a pro forma basis (giving effect to this Agreement) as of June 30, 2000, the value of all stock and cash consideration paid in connection with Permitted Acquisitions for the fiscal quarter ending September 30, 2000, and such other matters as the Lender may request; (xiii) Receipt of unaudited consolidated and consolidating financial statements of the Borrower for the twelve months ended June 30, 2000; (xiv) Receipt of evidence satisfactory to the Lender of the termination of all UCC-1 financing statements relating to liens granted to a secured party other than the Lender on all or substantially all of the assets of the Borrower or any Guarantor; and (xv) Such other appropriate official documents, instruments, opinions and certificates and completion of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business other matters, as the Lender may reasonably deem necessary or ownership of Property necessitates qualificationappropriate. (hb) Agent No litigation, arbitration, proceeding or investigation shall be pending or threatened which questions the validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction or damages in connection therewith, or which, in the judgment of the Lender, might adversely affect the transactions contemplated hereby or might have received copies a materially adverse affect on the assets, business, financial condition or prospects of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and substance satisfactory to AgentBorrower. (ic) Agent The Borrower shall have completed its business, financial and legal due diligence of Obligors, paid to the Lender all fees to be paid hereunder (including a roll-forward of its previous field examination, with results satisfactory pursuant to Agent. No material adverse change in the business, operations, Properties, prospects Section 2.5(d) hereof) on or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008. (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) The Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received a listing of the Borrowers’ Account Debtors, including the name and address of each such Account Debtor. (n) Agent shall have received a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.