Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).

Conditions Precedent to the Closing Date. The This Agreement and the rights and obligations of the Lenders to make Loans parties hereunder will become effective on the Closing Date are subject to date on which each of the satisfaction following conditions has been satisfied (or waiver waived in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:13.12): (a) The Effective Date Administrative Agent shall have occurredreceived from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement as provided in Section 13.10. (b) The EOne Acquisition Administrative Agent shall have been (or received a favorable written opinion of each of Winston & Xxxxxx LLP, U.S. counsel for the Loan Parties, substantially concurrently with to the funding of effect set forth in Exhibit P-1, Xxxxx X. Xxxx, Senior Vice President, Secretary and General Counsel for SSCC and SSCE, substantially to the Loanseffect set forth in Exhibit X-0, shall be) consummated Xxxxx, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in all material respects in accordance with the EOne Acquisition AgreementExhibit P-3, and no provision of Xxxxxxx XxXxxxxx, Nova Scotia counsel for the EOne Acquisition Agreement (as Loan Parties, substantially to the effect set forth in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the BorrowerExhibit P-4, in each case, in any respect that is materially adverse to case (A) dated the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent)Closing Date, (iiB) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed addressed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, butthe Security Agent and the Lenders, and (C) covering such customary legal matters relating to this Agreement as the extent in cash Administrative Agent shall reasonably request and after giving effect with such changes as are reasonably acceptable to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent. SSCC, SSCE and the other Borrowers hereby instruct their counsel to deliver such opinions. (c) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect All legal matters incident to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition this Agreement, in each case, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be deemed materially adverse reasonably satisfactory to the Administrative Agent and the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ai) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each of SSCC, SSCE and the other Borrowers, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (or the equivalent thereof) of each of SSCC, SSCE and the other Borrowers as of a recent date from such Secretary of State or other Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each of SSCC, SSCE and the other Borrowers dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each caseas applicable, as of and for each of the last three full fiscal years ended at least 60 days prior to in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of SSCC, SSCE or each other Borrower, as applicable, authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of SSCC, SSCE or each other Borrower, as applicable, have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (bD) unaudited consolidated balance sheets as to the incumbency and related consolidated statements specimen signature of operationseach officer executing this Agreement on behalf of SSCC, comprehensive earningsSSCE or each other Borrower, cash flows, as applicable (and shareholders’ equity and redeemable noncontrolling interests each of the Borrower foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature of and for each subsequent fiscal quarter the Secretary or Assistant Secretary executing the certificate pursuant to clause (other than any fourth fiscal quarterii) ended at least 40 days prior to above; (iv) a certificate of the Secretary or Assistant Secretary of Holdings dated the Closing Date (together with the corresponding period(s) and certifying that attached thereto is a true and complete copy of the prior fiscal year)Term Loan Credit Agreement (including all exhibits, annexes and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior schedules thereto) which shall contain terms that conform to the Closing Date Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (together with the corresponding period(sv) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards other documents as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3may reasonably request. (e) The Administrative Agent shall have received (i) a certificate certificate, dated the Closing Date and signed by a Responsible Financial Officer of and on behalf of Holdings, confirming compliance as of the Borrower certifying there has been no change Closing Date with the condition precedent set forth in Section 7.01(ii) with the same effect as if each reference to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of Credit Event therein were a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior reference to the Closing Date. (gf) The Administrative Agent shall have received (xi) There shall exist no Event management’s financial projections for SSCC and the Subsidiaries through 2014, including but not limited to monthly projections for 2010 (including projected monthly borrowing base levels for such year), reflecting the Transactions and the Plan of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches Reorganization as disclosed in the Disclosure Statement as of the negative covenants Closing Date and including the material assumptions on which such projections were based, in Section 7.01 (Lienseach case in form and substance reasonably satisfactory to the Administrative Agent, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (gii) (in each case, solely with respect to the Borrower); an unaudited pro forma consolidated balance sheet of SSCC and (y) each its Subsidiaries as of the EOne Acquisition Agreement Representations shall be true and correct and each last day of the Specified Representations shall be true most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to implementation of the Plan of Reorganization and correct in all material respects (orthe Transactions as if such transactions had occurred on such date, in the case of any Specified Representations qualified by materiality, in all respects)which, in each case, shall be prepared in good faith and based upon reasonable assumptions. (g) The U.S. Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to DBNY and JPMCB approving Holdings and the other Borrowers’ execution, delivery and performance of this Agreement, including the payment of fees, expenses, indemnities and other amounts contemplated hereby, and approving as an administrative expense claim against Holdings and the other Borrowers the indemnification, cost reimbursement obligations and fee obligations accruing or payable in respect of periods or events occurring on or prior to the Funding Date. (h) The Plan of Reorganization as reflected in the Disclosure Statement shall be in form and substance reasonably acceptable to the Lead Arrangers. (i) On or prior to the Closing Date Date, Holdings shall have provided to the Administrative Agent and the Co-Collateral Agents (except i) an appraisal of the Inventory of each Borrower and their respective Subsidiaries from Great American Advisory & Valuation Services, LLC and (ii) a collateral examination of the Accounts and Inventory and related assets and liabilities of each Borrower and their respective Subsidiaries from JPMCB and, in each case, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Co-Collateral Agents. (j) On the Closing Date, the Administrative Agent and the Co-Collateral Agents shall have received the initial Borrowing Base Certificate. (k) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent that invoiced, payment or reimbursement of all Fees and expenses (including the reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by Holdings or any such representations Borrower hereunder or under any other Loan Document or in respect of the execution and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as delivery of such earlier date or period)this Agreement.

Conditions Precedent to the Closing Date. The obligations of the Lenders Banks to make Term Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) of the following additional conditions precedent not later than the Commitment Termination Dateprecedent: (a) The Effective Date Company shall have occurredexecuted and delivered to the Administrative Agent for the account of each Bank that shall have requested the same at least three Business Days prior to the Closing Date in accordance with Section 2.05 a Note (appropriately completed). (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding making of the Term Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22December 10, 2019) 2023 shall have been amended or modified by the BorrowerCompany, and no condition therein shall have been waived or consent granted or request made by the BorrowerCompany, in each case, in any respect that is materially adverse to the Lenders Banks in their capacities as such without the Administrative Agent’s prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders Banks and shall not require the consent of the Administrative Agent if such purchase price increase (A) does not exceed 10.0% in aggregate or (other than increases in the purchase price B) is in the form of common stock of the BorrowerCompany, which shall (ii) any decrease in the purchase price in the Acquisition Agreement shall, in and of itself, not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders Banks and shall not require the consent of the Administrative Agent, but, to the extent in cash cash, and after giving effect subject to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall permanently reduce dollar-for-dollar the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Term Loan Commitments, allocated pro rata between each Class to a reduction first of the 364-Day Tranche Commitments, and then to the 2-Year Tranche Commitments, (iii) any such amendment, modification or waiver with respect changes to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Seller Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22December 10, 20192023) will be deemed to be materially adverse to the Banks and shall require the consent of the Administrative Agent and (iv) any amendment or other modification to the provisions of the Acquisition Agreement that are expressly for the benefit of the Financing Sources (as defined therein) will be deemed to be materially adverse to the interest of the Banks and shall require the consent of the Administrative Agent. The Target Refinancing shall have been (or, substantially contemporaneously with the making of the Term Loans, shall be) consummated. (c) Since December 10, 2023, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Seller Material Adverse Effect (as defined in the Acquisition Agreement). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ato the extent also provided to the lead arrangers under the Bridge Facility) (i) (A) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, Company as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, Date and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower Company as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with and the corresponding period(s) of the prior fiscal year), ) and the unaudited (B) audited consolidated balance sheet and related consolidated statements of comprehensive income, partners’ capital and cash flows and changes in equity of EOne the Target as of and for the six months last full fiscal year ended September 30, 2019 if such date is at least 40 90 days prior to the Closing Date (together with the corresponding period(s) Date, and unaudited consolidated balance sheets and related statements of income, partners’ capital and cash flows of the Target as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 45 days prior fiscal year). In to the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC andClosing Date, in the case of any unaudited informationeach of clauses (A) and (B), shall be reviewed prepared in accordance with Regulation S-X and all other United States generally accepted accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With principles (it being understood that, with respect to such financial statements of the Borrowerinformation for each such fiscal period, it is understood that this such condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower Company with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received ); and (ii) pro forma financial statements of the Borrower Company giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each casecase under this clause (ii), solely to the extent required by Rule 3.05 and Article 11 of Regulation S-X (for purposes of this Section 7.02(d), “Regulation S-X”), and only to the extent the Borrower Company will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in all material respects in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-3; provided that the Administrative Agent hereby agrees that if the Closing Date occurs during a period after the Administrative Agent shall have received the Company’s audited financial statements referred to in the foregoing clause (i)(A) for its most recent completed fiscal year, but before the Administrative Agent shall have received the Target’s audited financial statements referred to in the foregoing clause (i)(B) for its most recent completed fiscal year, the pro forma financial statements included referred to in the foregoing clause (ii) (x) may be prepared using the Company’s financial statements for its most recent competed fiscal year and the Target’s financial statements for the twelve month period ended September 30th of its most recent completed fiscal year and (y) need not be prepared in all material respects in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by Borrowing Request in accordance with Section 2.01(b), (ii) a Responsible Officer Certificate or Certificates of the Borrower certifying Secretary of State of the State of Delaware listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and that the Company is duly incorporated and in good standing in the State of Delaware and (iii) a signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Closing Date certifying, (A) that there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery matters previously certified pursuant to Section 4.01(a)(iii7.01(b) (or attaching thereto any updated certificate, resolutions or other equivalent documents), otherwise providing updates to such certifications) and (iiB) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent contained in Section 4.02(bSections 7.02(b) and Section 4.02(g(h) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer satisfied as of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except each of the foregoing to the extent be in form and substance that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as is customary for financings of such earlier date or periodthis type).

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 9.02) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding of the LoansBorrowing, shall will be) consummated in all material respects in accordance with pursuant to the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in without giving effect on August 22to any modifications, 2019) shall have been amended consents, amendments or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, waivers thereto that in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be case are materially adverse to the interests of the Lenders and or the Arrangers, unless the Arrangers shall not require the have provided their written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate thereto (other than increases it being understood that any change in the purchase price consideration of less than 5% in the form of common stock respect of the Borrower, which shall not Acquisition will be deemed not to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentArrangers), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22Except (i) as disclosed in the Company SEC Reports filed on or after June 30, 20192015 and prior to the date of the Acquisition Agreement (including exhibits and other information incorporated by reference therein, there shall not have been but excluding any amendment thereto made after the date of the Acquisition Agreement or occurred any Material Adverse Effect forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature); or (ii) as set forth in the Company Disclosure Letter (as defined in the EOne Acquisition Agreement as of October 20, 2015 and provided to the Arrangers on such date), since June 30, 2015, there has not been any event, condition, circumstance, development, change or effect having, or that would reasonably be expected to have, individually or in effect on August 22the aggregate, 2019)a Target Material Adverse Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (aexcept to the extent not required by the Administrative Agent) (i) audited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and Borrower for each of the last its three full most recent fiscal years ended at least 60 days prior to the Closing Date, and ; (bii) unaudited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter any quarterly interim period or periods (other than any the fourth fiscal quarter) ended at least after the date of its most recent audited financial statements (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date and (together with the corresponding period(siii) of the prior fiscal year), audited and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the BorrowerAcquired Business (and any other recent, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K probable or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pending acquisitions) and customary pro forma financial statements of the Borrower giving effect to the Transactions (and any such other recent, probable or pending acquisitions or dispositionsacquisitions), in each case, solely to the extent case as required by Rule 3-05 and Article 11 of Regulation S-X (“Regulation S-X”)under the Securities Act, and only to the extent regardless of when the Borrower will be is required to file such pro forma financial statements, and in each of (i) through (iii) meeting the requirements of Regulation S‑X under the Securities Act. The Administrative Agent hereby acknowledges that the Borrower’s public filing with the SEC under the Securities Exchange Act of 1934, as amended, of any required financial statements with will satisfy the SEC, regardless requirements of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3this paragraph. (e) The Administrative Agent shall have received All costs, fees, expenses (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificatesincluding, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificatewithout limitation, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all legal fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Closing Date. (f) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information regarding the Borrower and the Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least 10 Business Days prior to the Closing Date. (g) (x) There The Administrative Agent shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect have received customary legal opinions from Xxxxx Day or other counsel reasonably acceptable to the Administrative Agent, in customary form and substance reasonably satisfactory to the Administrative Agent and the Borrower); . (h) At the time of and upon giving effect to the borrowing and application of Loans on the Closing Date, (yi) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materialitycorrect, in all respects)(except to the extent already qualified by materiality or material adverse effect) material respects and (ii) there shall not exist any Default or Event of Default, in each case, on pursuant to Sections 7.01(a), 7.01(b), 7.01(d) (solely with respect SECURE_ENV:\81001700\8\71620.0110 to Sections 5.03 (with respect to the Borrower’s existence) and 5.08 and Article VI (other than Section 6.05)), 7.01(f), 7.01(g), 7.01(h), 7.01(i), 7.01(m) and 7.01(o). (i) The Administrative Agent shall have received (in each case dated as of the Closing Date Date) (except i) an officer’s certificate from the Borrower that there has been no change to the extent matters previously certified pursuant to Sections 4.01(b), (c) and (d) (or otherwise providing updates to such certifications) and that any such representations the conditions precedent contained in Sections 4.02(b) and warranties relate to an earlier date or period(h) have been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in which case such representations and warranties the form of Exhibit B hereto. (j) The Administrative Agent shall have been true and correct received a Borrowing Request in all material respects on and as of such earlier date or period).accordance with Section 2.03. SECURE_ENV:\81001700\8\71620.0110

Conditions Precedent to the Closing Date. The obligations of the Lenders Lender to make Loans shall not become effective until the date (the “Closing Date”) on which each of the Closing Date are subject to the satisfaction following conditions is satisfied (or waiver waived in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:9.5): (a) The Effective Date Lender shall have occurred. (b) The EOne Acquisition received the following, each of which shall have been (be originals or substantially concurrently with the funding of the Loans, shall be) consummated telecopies or in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse an electronic format acceptable to the Lenders in their capacities as such without the Administrative Agent’s prior written consent Lender (which consent shall not be unreasonably withheld or delayed); providedfollowed promptly by originals) unless otherwise specified, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock each properly executed by a Responsible Officer of the Borrower, which shall not be deemed to be materially adverse to the interests each dated as of the Lenders and shall not require the consent of the Administrative Agent)Closing Date (or, (ii) no decrease below the purchase price in the EOne Acquisition Agreement shallcase of certificates of governmental officials, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days a recent date prior to the Closing Date, ) and (b) unaudited consolidated balance sheets each in a form and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior substance reasonably satisfactory to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3.Lender: (e) The Administrative Agent shall have received (i) executed counterparts of this Agreement in such number of copies as the Lender shall require; (ii) an executed Note; (iii) a certificate certificate, signed by a Responsible Officer of the Borrower certifying there has been no change Borrower, in form and substance satisfactory to the certificatesLender, resolutions or certifying that (i) all representations and warranties of the Borrower contained in this Agreement and the other equivalent documents since Credit Documents are true and correct in all material respects as of the date Closing Date (except representations and warranties which relate solely to a specific earlier date, which shall have been true and correct in all material respects as of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documentssuch earlier date), (ii) documents there are no material insurance regulatory proceedings pending or threatened in writing against the Borrower or any Insurance Subsidiary in any jurisdiction, (iii) no Default or Event of Default exists as of the Closing Date and certifications evidencing (iv) there has not occurred since December 31, 2005 any event or circumstance that each Loan Party has resulted or in the judgment of such officer could reasonably be expected to result in a Material Adverse Effect; (iv) a certificate of the secretary or an assistant secretary of the Borrower, in form and substance reasonably satisfactory to the Lender, certifying (i) that attached thereto is validly existing a true and in good standing in complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate and (iii) that attached thereto is a certificate true and complete copy of a Responsible Officer resolutions adopted by the board of directors (or similar governing body) of the Borrower certifying that authorizing the conditions precedent in Section 4.02(b) execution, delivery and Section 4.02(g) have been satisfiedperformance of this Agreement and the other Credit Documents, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; (ivv) a Loan Notice for Compliance Certificate calculated on a pro forma basis as of September 30, 2006 after giving effect to the Borrowings on making of the initial Borrowing (if any); and (vi) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (b) On the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders Lender shall have received an opinion, in form and substance reasonably satisfactory to the Lender, addressed to the Lender and dated the Closing Date, from (i) Hunton & Wxxxxxxx, special North Carolina counsel to the Borrower, and (ii) Jxxxx X. Xxxxxx, Senior Vice President, General Counsel & Secretary to the Borrower, which opinions shall cover the matters contained in Exhibit C; (c) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Lender), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Lender shall have received such copies thereof as it shall have requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that could reasonably be expected to have a Material Adverse Effect; (d) Since December 31, 2005, both immediately before and after giving effect to the making of the initial Borrowing (if any), there shall not have occurred any event having a Material Adverse Effect, or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect; (e) The Borrower shall have paid (i) to Wachovia a facility fee equal to 0.15% of the Commitment on the Closing Date and (ii) all other fees and invoiced reasonable expenses of the Lender required hereunder or under any other Credit Document to be paid on or prior to the Closing Date pursuant to the Fee Letter (including, without limitation, legal fees and expenses) in connection with this Agreement and the transactions contemplated hereby; (solely with respect to expensesf) to The Lender shall have received satisfactory confirmation that the extent invoiced at least two Business Days prior to the Closing Date.current Financial Strength Rating of Kanawha Insurance Company is “A-” or better; (g) The Lender shall have received an Account Designation Letter from an Authorized Officer of each Borrower; (xh) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely Concurrently with respect to breaches the making of the negative covenants initial Loans hereunder, (i) all principal, interest and other amounts outstanding under the Subordinated Promissory Note shall be repaid and satisfied in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) full and (gii) (in each case, solely with respect to any Liens securing the Borrower)Subordinated Promissory Note shall be released and any related filings terminated of record; and (y) each the Lender shall have received evidence of the EOne Acquisition Agreement Representations shall be true and correct and each foregoing satisfactory to it, including a payoff letter executed by the holder of the Specified Representations shall be true and correct in all material respects Subordinated Promissory Note; and (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties i) The Lender shall have been true received such other documents, certificates, opinions and correct instruments in all material respects on and connection with the transactions contemplated hereby as of such earlier date or period)it shall have reasonably requested.

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding of the LoansBorrowing, shall be) consummated in all material respects in accordance with pursuant to the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in without giving effect on August 22to any modifications, 2019) shall have been amended consents, amendments or modified waivers thereto agreed to by the Borrower, and no condition therein shall have been waived Borrower or consent granted or request made by the Borrower, Merger Sub that in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be case are materially adverse to the interests of the Lenders and or the Arrangers, unless the Arrangers shall not require the have provided written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate thereto (other than increases it being understood that any change in the purchase price consideration of less than 10% in the form of common stock respect of the Borrower, which shall not Acquisition will be deemed not to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentArrangers), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22Except (i) as disclosed in any Specified Company SEC Document; provided that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to be an exception for the purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, 2019or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Target Disclosure Letter, since December 31, 2016, there shall has not have been any effect, change, condition, fact, development, occurrence or occurred any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received received, to the extent required by it, (ai) audited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests each of the Borrower, Borrower and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and the Acquired Business for each of the last their respective three full most recent fiscal years ended at least 60 days prior to the Closing Date, and ; (bii) unaudited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests each of the Borrower as of and the Acquired Business for each subsequent fiscal quarter any quarterly (other than any the fourth fiscal quarter) interim period or periods ended at least after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 40 calendar days prior to the Closing Date and (together with the corresponding period(siii) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such customary pro forma financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC andstatements, in each case meeting the case requirements of any unaudited information, shall be reviewed in accordance with Regulation Regulations S-X and all other accounting rules and regulations of under the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, Securities Act but in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and case only to the extent the Borrower will be required to file such pro forma financial statements with the SECpursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, regardless as applicable, of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X X. It is understood and all other accounting rules and regulations of agreed that the Borrower’s or the Acquired Business’s public filing with the SEC promulgated thereunder applicable to pro forma of any required audited financial statements included in registration statements on Form S-310-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this clause (d). It is understood and agreed that the financial statements referred to in clause (i) related to each such fiscal year ended prior to April 23, 2017, have been received. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of at least 3 Business Days prior to the Closing Date all documentation and other information regarding the Borrower certifying there has been no change required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant extent reasonably requested at least 10 Business Days prior to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (g) At the time of and upon giving effect to the Borrowing on the Closing Date Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all material respects (except to the extent already qualified by materiality or material adverse effect) and (ii) there shall not exist any Default or Event of Default, in each case, pursuant to Sections 6.01(a), 6.01(c) (to the Fee Letter and this Agreement extent arising from a breach of Section 5.01(a)(i), 5.01(h), 5.02(a), or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $250,000,000 in the aggregate) or 6.01(e). (h) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of Date and the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising fees contemplated by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect the Fee Letter payable to the Borrower); and (y) each of Arrangers, the EOne Acquisition Agreement Representations Administrative Agent or the Lenders shall be true and correct and each of have been paid on or prior to the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects)Closing Date, in each case, on the Closing Date (except to the extent that any such representations and warranties relate required by the Fee Letter or the Loan Documents to an earlier date be paid on or period, in which case such representations and warranties prior to the Closing Date. (i) The Administrative Agent shall have been true and correct received (in all material respects on and each case dated as of the Closing Date) (i) an officer's certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and (d) (or otherwise providing updates to such earlier date or periodcertifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (j) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The obligations Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders Lenders, the Lenders’ obligations to make and fund in full all the Loans on the Closing Date are shall be subject solely to the satisfaction following conditions precedent in this Section 5.02 having been satisfied (or waiver waived by the Initial Arrangers in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:): (a) The Effective Date shall have occurred. (b) The EOne Aetna Acquisition shall have been (consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans, shall be) consummated Loans in all material respects in accordance with the EOne Acquisition Agreement, and no provision terms of the EOne Acquisition Agreement Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as in effect on August 22, 2019a “change”) shall have been amended of any term thereof or modified by any condition to the Borrower’s obligation to consummate the Aetna Acquisition thereunder (other than any such amendment, and no condition therein shall have been waived modification, consent or consent granted or request made by the Borrower, in each case, in any respect waiver that is not materially adverse to any interest of the Lenders in their capacities Lenders) shall be made or granted, as such the case may be, without the Administrative Agent’s prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld withheld, delayed or delayed); provided, conditioned) (it being understood and agreed that (i) any increase change in the price not exceeding a 10% increase or decrease in the aggregate purchase price in consideration to be paid under the EOne Acquisition Merger Agreement shall not will be deemed to not be materially adverse to the interests of the Lenders and shall will not require the prior written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in Initial Arrangers; provided, that any reduction of the cash portion of the purchase price in the form of common stock of the Borrower, which consideration shall not be deemed allocated to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment a reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22December 3, 20192017, there shall not have been or occurred any event, change, effect, development, or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ai) audited consolidated balance sheets and related consolidated annual financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and Borrower for each of the last three full fiscal years ending more than 60 days prior to the Closing Date, (ii) unaudited consolidated financial statements for each subsequent fiscal quarterly period of the Borrower ending more than 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of the prior fiscal year and (iii) (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of Aetna for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date, Date and (bB) unaudited consolidated balance sheets and related consolidated unaudited statements of operationsincome, comprehensive earningsincome, cash flows, and shareholders’ equity and redeemable noncontrolling interests cash flows of the Borrower as of and Aetna for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date and (together with the corresponding period(siv) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received customary pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositionsTransactions, in each case, solely to case meeting the extent required by Article 11 requirements of Regulation S-X for Form S-3 registration statements and, in the case of clauses (“Regulation S-X”iii) and (iv), and only to the extent the Borrower will be required to file such pro forma financial statements with the SECpursuant to Item 9.01 of Form 8-K and Rule 3-05 and Article 11, regardless as applicable, of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X X. Each Initial Arranger hereby acknowledges that the Borrower’s or Aetna’s public filings with the Securities and all other accounting rules Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, Analysis and regulations Retrieval system of the SEC promulgated thereunder applicable to pro forma any required audited financial statements included in registration statements on Form S-310-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i), (ii) or (iii) as applicable, of this clause (d). The Administrative Agent hereby acknowledges receipt of the financial statements (a) in the foregoing clause (i) for the fiscal years ended December 31, 2015, 2016 and 2017, (b) in the foregoing clause (ii) for the fiscal quarters ended March 31, 2018 and June 30, 2018, and (c) for the foregoing clause (iii) for the fiscal years ended December 31, 2015, 2016 and 2017 and the fiscal quarters ended March 31, 2018 and June 30, 2018. (e) The Administrative Agent shall have received All fees and reasonable and documented out-of-pocket expenses (iincluding, without limitation, reasonable and documented out-of-pocket legal fees and expenses) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant extent invoiced at least three Domestic Business Days prior to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 Date and the fees contemplated by the Fee Letter (vas amended by the Joinder Agreement) a solvency certificate from payable to the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Joint Lead Arrangers, the Administrative Agent and or the Lenders shall have received all fees and invoiced expenses been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letter (as amended by the Joinder Agreement) or this Agreement to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement Date. (solely with respect to expensesf) to the extent invoiced at least two Business Days prior to the Closing Date[Reserved]. (g) [Reserved]. (xi) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement The Target Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and each correct in all material respects as of such earlier date), (ii) the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any unless such representations and warranties relate to an earlier date or perioddate, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or perioddate), and (iii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, constitute an Event of Default, in each case, solely pursuant to (x) Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (y) Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the case of each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (i) The Administrative Agent shall have received (in each case dated the Closing Date) (i) a customary officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Section 5.01(c) (or otherwise providing updates to such certifications) and that the conditions precedent contained in Section 5.02(b), Section 5.02(h)(ii) and Section 5.02(h)(iii) have been satisfied on the Closing Date, and (ii) a Solvency Certificate from the chief financial officer, treasurer or any other Authorized Officer of the Borrower in the form of Exhibit F hereto. (j) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.02 (which such Borrowing Request shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all Loans on the Closing Date).

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding of the LoansBorrowing, shall will be) consummated in all material respects in accordance with pursuant to the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in without giving effect on August 22to any modifications, 2019) shall have been amended consents, amendments or modified waivers thereto agreed to by the Borrower, and no condition therein shall have been waived Borrower or consent granted or request made by the Borrower, Merger Sub that in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be case are materially adverse to the interests of the Lenders and or the Arranger, unless the Arranger shall not require the have provided its written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate thereto (other than increases it being understood that any change in the purchase price consideration of less than 10% in the form of common stock respect of the Borrower, which shall not Acquisition will be deemed not to be materially adverse to the interests Lenders and the Arranger; provided, that any reduction of the Lenders purchase consideration shall be allocated to a pro rata reduction in the Commitments and shall not require the consent Equity Consideration (such pro rata reduction to be determined based on the relative percentages of the Administrative AgentCommitments and the Equity Consideration on October 5, 2014), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22Except (i) as disclosed in any Specified Company SEC Document; provided, 2019that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to be an exception for the purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 5, 2014 and provided to the Arranger on such date), since June 30, 2014, there shall not have been any effect, change, condition, fact, development, occurrence or occurred any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ai) audited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests each of the Borrower, Borrower and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and the Acquired Business for each of the last their respective three full most recent fiscal years ended at least 60 days prior to the Closing Date, and ; (bii) unaudited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests each of the Borrower as of and the Acquired Business for each subsequent fiscal quarter any quarterly (other than any the fourth fiscal quarter) interim period or periods ended at least after the date of their respective most recently audited financial statements (and corresponding periods of any prior year), and more than 40 calendar days prior to the Closing Date and (together with the corresponding period(siii) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such customary pro forma financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC andstatements, in each case meeting the case requirements of any unaudited information, shall be reviewed in accordance with Regulation Regulations S-X and all other accounting rules and regulations of under the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, Securities Act but in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and case only to the extent the Borrower will be required to file such pro forma financial statements with the SECpursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, regardless as applicable, of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X X. It is understood and all other accounting rules agreed that the Borrower’s or the Acquired Business’s public filing with the Securities and regulations Exchange Commission of the SEC promulgated thereunder applicable to pro forma any required audited financial statements included in registration statements on Form S-310-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this clause (d). (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of at least 3 Business Days prior to the Closing Date all documentation and other information regarding the Borrower certifying there has been no change and the Target (if the Target Guarantee is required to the certificates, resolutions or other equivalent documents since the date of their delivery be entered into pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents5.01(i)), (ii) documents required by bank regulatory authorities under applicable “know-your-customer” and certifications evidencing that each Loan Party is validly existing anti-money laundering rules and in good standing in its jurisdiction of organizationregulations, (iii) a certificate of a Responsible Officer of including the Borrower certifying that Patriot Act to the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on extent reasonably requested at least 10 Business Days prior to the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (g) At the time of and upon giving effect to the Borrowing on the Closing Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all fees material respects (except to the extent already qualified by materiality or material adverse effect, in all respects) and invoiced expenses required (ii) there shall not exist any Default or Event of Default, in each case, pursuant to Sections 6.01(a), 6.01(c) (to the extent arising from a breach of Sections 5.01(a)(i), 5.01(h), 5.02(a) or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $200,000,000 in the aggregate) or 6.01(e). (h) The Borrower shall have delivered to the Arranger an Offering Document suitable for use in a customary “road show” and which will be paid on or in a form that will enable the independent registered public accountants of the Borrower and the Acquired Business to render a customary “comfort letter” (including customary “negative assurances”). The Financial Institutions shall have been afforded a period of at least 15 Business Days ending prior to the Closing Date pursuant to seek to place the Securities following the first date upon which the Offering Document has been delivered to the Fee Letter Financial Institutions, during which time the Borrower shall have made available reasonably appropriate senior management and this Agreement representatives of the Borrower to participate in a road show and, if requested by the Arranger, such senior management and representatives shall participate in such road show; provided, that such period shall (solely with respect x) exclude the period from and including November 26, 2014 through and including November 30, 2014 and (y) either conclude on or prior to December 19, 2014 or commence no earlier than January 5, 2015. (i) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of Date and the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising fees contemplated by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect the Fee Letters payable to the Borrower); and (y) each of Arranger, the EOne Acquisition Agreement Representations Administrative Agent or the Lenders shall be true and correct and each of have been paid on or prior to the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects)Closing Date, in each case, on the Closing Date (except to the extent that any such representations and warranties relate required by the Fee Letters or this Agreement to an earlier date be paid on or period, in which case such representations and warranties prior to the Closing Date. (j) The Administrative Agent shall have been true and correct received (in all material respects on and each case dated as of the Closing Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and (d) (or otherwise providing updates to such earlier date or periodcertifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (k) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The obligations of This agreement shall become effective upon the Lenders to make Loans on the Closing Date are subject to the satisfaction (prior or concurrent fulfillment or waiver in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Dateprecedent: (a) The Effective Date shall the conditions precedent set forth in Section 12.1 have occurred.been fulfilled or waived; (b) The EOne Acquisition each Company shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, including the Credit Documents referenced in Schedule I hereto in form and substance satisfactory to the Administrative Agent, acting reasonably; (c) all outstanding Indebtedness of the Obligors which is not Permitted Indebtedness shall have been permanently repaid and cancelled (or substantially concurrently with the funding of Obligors shall have made arrangements for the Loansrepayment and cancellation thereof satisfactory to the Administrative Agent, shall beacting reasonably) consummated and all guarantees and security agreements executed and delivered under or in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) connection therewith shall have been amended released and discharged (or modified by the BorrowerObligors shall have made arrangements for the release and discharge thereof satisfactory to the Administrative Agent, and no condition therein acting reasonably), satisfactory arrangements for the discharge of all attendant security registrations shall have been waived made and all collateral security in connection therewith shall have been returned to the Borrower (or consent granted the Obligors shall have made arrangements for the return of such collateral security satisfactory to the Administrative Agent, acting reasonably); (d) the Administrative Agent has received: (i) a duly certified copy of the articles of incorporation, articles of amalgamation, articles of association or request made similar documents and by-laws of each Obligor; (ii) a certificate of status or good standing for each Obligor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which each Obligor is incorporated or otherwise formed; (iii) a duly certified copy of the resolution of the board of directors or managers or shareholders, as applicable, of each Obligor authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Obligor is a signatory and a duly certified copy of the resolution of the board of directors or managers or shareholders (if required under the constating documents or by-laws of such Obligor) of such Obligor (other than the Borrower) authorizing the pledge of all of its issued and outstanding Shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (iv) a certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of each of the Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this agreement becoming effective; (vi) a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of the Borrower evidencing compliance (on a pro forma basis based on the financial statements from the most recently completed Fiscal Quarter) with financial covenants set forth in Sections 11.1(m), (n) and (o); (vii) the Mine Plan; (viii) certificates representing all of the issued and outstanding Shares of the Guarantors (to the extent such shares are certificated), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (ix) a Perfection Certificate for each caseObligor signed by an officer of such Obligor; (x) to the extent not delivered pursuant to Section 12.2(e)(ix), certified true copies of the Material Agreements; (xi) certificate of insurance in respect of insurance policies maintained by the Obligors and, in any respect that is materially adverse to of the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); providedObligors, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to acknowledging the interests of the Lenders Finance Parties in such policies as referred to in Section 11.1(c); (xii) an opinion of counsel to each Obligor addressed to the Finance Parties relating to the status and shall not require capacity of such Obligor, the consent due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which such Obligor is a party, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor, creation and perfection of security and such other matters as the Administrative Agent if such purchase price increase does not exceed 10.0% may reasonably request; (xiii) in aggregate respect of all owned and leased real property of the Obligors (other than increases leases of office space or residential housing), a Title Opinion relating to the Las Chispas Mine addressed to each Finance Party, in form and substance satisfactory to the purchase price Administrative Agent; and (xiv) requisite information to identify the Obligors under the applicable "know your client" legislation, Anti-Corruption Laws and Anti-Money Laundering Legislation, delivered sufficiently in advance for each Lender to complete such identification; (e) nothing shall have occurred (nor shall the form Administrative Agent or by any Lender become aware of common stock any facts not previously known), which the Lenders shall determine is reasonably expected to have a Material Adverse Effect on the business, property, assets, liabilities, conditions (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, from that set forth in financial statements for the period ending December 31, 2021; (f) there shall exist no pending or, to the Knowledge of the Borrower, threatened (in writing) litigation, proceedings or investigations which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1contest the consummation of the Credit Facilities or any part thereof or (y) would reasonably be expected to have a Material Adverse Effect; (g) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (h) except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places (or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained registrations in the EOne Acquisition AgreementMining Registry and the Public Registry of Property, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined submitted for such registration) which, searches shall have been conducted in the EOne Acquisition Agreement as in effect on August 22all jurisdictions which, 2019). (d) To the extent also provided and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC andbeen made which, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations opinion of the SEC promulgated thereunder applicable Administrative Agent's counsel, acting reasonably, are required to unaudited interim financial statements. With respect make effective the Security created or intended to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, created by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., Obligors in its capacity as the lead arranger favour of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect pursuant to the Transactions Security Documents and any other recent, probable or pending acquisitions or dispositions, in each case, solely to ensure the extent required by Article 11 of Regulation S-X perfection and the intended priority (“Regulation S-X”), and only subject to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing Permitted Liens) of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3.Security; (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received completed their legal, corporate, financial, technical, insurance and social and environmental due diligence review relating to the Mine Plan, the Mining Operations at the Las Chispas Mine and the Obligors and be satisfied that there are no Liens (other than Permitted Liens); (j) the Lenders shall be satisfied that all Mining Licenses necessary for the current operations of the Las Chispas Mine as contemplated by the Mine Plan have been obtained by Xxxxxxxxx; (k) the Borrower shall have paid to the Administrative Agent (on its own behalf and on behalf of each other Lender), or the Borrower shall have made arrangements satisfactory to the Lenders for payment of, all fees and invoiced expenses required to be paid on before the effectiveness of this Agreement and under the Fee Letters; and (l) the Borrower shall have paid, or prior the Borrower shall have made arrangements satisfactory to the Closing Date pursuant to Administrative Agent for the Fee Letter and this Agreement (solely with respect to expenses) to payment of, all reasonable invoiced fees of the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default Administrative Agent's professional advisors as required pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period11.1(f).

Conditions Precedent to the Closing Date. The obligations This Agreement, including, without limitation, the obligation of the Lenders each Lender to make Loans the Credit Extensions on the Closing Date are subject to Date, shall become effective on the satisfaction (or waiver in accordance with Section 10.01) of date on which the following conditions precedent not later than the Commitment Termination Dateshall have been satisfied or waived: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests receipt of the Lenders and shall not require the consent following, each of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent)originals or facsimiles (followed promptly by originals) unless otherwise specified, (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed properly executed by a Responsible Officer of the Borrower certifying there has been no change signing Loan Party to the certificatesextent such Loan Party is a party thereto, each in form and substance reasonably satisfactory to the Administrative Agent, its legal counsel and the Required Lenders: (i) executed counterparts of this Agreement (including by all Lenders party hereto) and the other Loan Documents (except where delivery after the Closing Date is contemplated by Section 6.15(a)); (ii) a Note executed by each relevant Borrower in favor of each Lender that has requested a Note more than three (3) Business Days prior to the Closing Date; (iii) except where delivery after the Closing Date is contemplated by Section 6.15(a), each Collateral Document set forth on Schedule 1.01C, duly executed by each Loan Party party thereto, together with, in the case of the Debtors (other than Basell GmbH), evidence that all other actions, recordings and filings that the Administrative Agent may acting reasonably deem necessary to satisfy the Collateral and Guarantee Requirement (and as have been notified to the Borrowers’ Agent or their counsel no later than three (3) Business Days prior to the Closing Date) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) such certificates of resolutions or other equivalent documents since the date action, incumbency certificates and/or other certificates of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that Responsible Officers of each Loan Party is validly existing as the Administrative Agent may reasonably require (and in good standing in its jurisdiction as have been notified to the Borrowers’ Agent no later than three (3) Business Days before the Closing Date) evidencing the identity, authority and capacity of organization, (iii) a certificate of each Responsible Officer thereof authorized to act as a Responsible Officer of in connection with this Agreement and the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) other Loan Documents to which such Loan Party is a Loan Notice for the Borrowings party or is to be a party on the Closing Date; (A) the executed legal opinion of Cadwalader, in accordance with Section 2.02 Xxxxxxxxxx and (v) a solvency certificate from Xxxx LLP, special U.S. counsel to the treasurer or Company and certain other financial officer of the Borrower Loan Parties, substantially in the form of Exhibit G hereto; and (B) the executed legal opinion of local counsel to the Lenders or Loan Parties, as applicable, in the jurisdictions listed on Schedule 4.03(a)(v)(B), in form and substance reasonably satisfactory to the Administrative Agent; (vi) except as contemplated by Section 6.15(a), evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and additional insured under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (vii) a Committed Loan Notice relating to the Credit Extensions to be made on the Closing Date, if any; (viii) the Intercreditor Agreement, executed and delivered by a duly authorized officer of the applicable Loan Parties and of the Collateral Agent and other parties thereto; and (ix) the Sponsor Letter Agreement, executed and delivered by a duly authorized officer of Access. (fb) The Lead Arrangers, Prior to or substantially simultaneously with the Closing Date (or on such later date as the Administrative Agent and the Lenders shall have received may agree), all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced invoices for such expenses have been provided at least two three (3) Business Days prior to the Closing Date) required to be paid hereunder or under the DIP Term Sheet by the Company or any Borrower on or prior to such date shall be paid in full (which may be from the Credit Extensions made on the Closing Date). (gc) The Administrative Agent shall have received all documentation and other information mutually agreed to be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (x) There shall exist no Event of Default pursuant to Section 8.01(athe “USA Patriot Act”); Section 8.01(b) (solely with respect to breaches of , including the negative covenants information described in Section 7.01 10.19. (Liensd) Prior to or substantially simultaneously with the Closing Date, but excluding any non-consensual liens arising by operation of law) the DIP ABL Facility, which shall be in form and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect substance reasonably satisfactory to the Borrower); Required Lenders, shall have become effective and the Borrowers shall have delivered to the Lenders a copy thereof certified by a Responsible Officer as being true, complete and correct. (ye) Prior to or substantially simultaneously with the Closing Date, each of the EOne Acquisition Senior First Lien Credit Agreement Representations Amendment, the Bridge Forbearance Agreement and the Senior Forbearance Agreement shall have been consented to by the Initial NM Lenders and the Loan Parties required to be true and correct and each of the Specified Representations shall be true and correct in all material respects party thereto. (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on f) If the Closing Date occurs (except i) prior to the extent that any such representations Roll-Up Date, the Roll-Up Entitlements shall be in existence with full force and warranties relate to an earlier date effect as contemplated by this Agreement or period(ii) on or after the Roll-Up Date, the Roll-Up Loans shall be in which case such representations existence with full force and warranties shall have been true and correct in all material respects on and effect as of such earlier date or period)contemplated by this Agreement.

Conditions Precedent to the Closing Date. The obligations amendment and restatement of the Lenders Existing Credit Agreement and the obligation of each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals in the case of Notes) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change to the certificatesBorrower, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to dated the Closing Date pursuant to (or, in the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days case of certificates of governmental officials, a recent date prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) each in form and (g) (in each case, solely with respect substance reasonably satisfactory to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct Administrative Agent and each of the Specified Representations Lenders: 11863223v8 24740.00050 (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) customary opinions of (A) Xxxxxxxx & Xxxxxxxx LLP, special counsel to the Borrower, and (B) J. Xxxx Xxxxxxxxx, Vice President, Managing Counsel and Corporate Secretary to the Borrower, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (or, in the case of any Specified Representations or if qualified by materialitymateriality or Material Adverse Effect, in all respects) as of such date), in each case(B) no Default or Event of Default has occurred and is continuing, on both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2018 that would reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (except v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and (D) as to the extent that incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such representations other Credit Documents, and warranties relate to attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an earlier date or periodAuthorized Officer of the Borrower confirming that, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrower and its Subsidiaries is solvent; and 11863223v8 24740.00050

Conditions Precedent to the Closing Date. The This Agreement and the obligations of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) hereunder shall not become effective unless each of the following conditions precedent not later than the Commitment Termination Dateis satisfied or waived in accordance with Section 14.7: (a) The Effective Date Administrative Agent shall have occurredreceived, on or before the Closing Date, this Agreement, the Notes, and, to the extent not otherwise specifically referenced in this Section 6.1(a), all other Loan Documents listed on Schedule 6.1(a), and the Fee Letter, each executed by each party hereto and thereto (including via electronic means), each of which shall be in form and substance satisfactory to the Requisite Lenders. (b) The EOne Acquisition Chapter 11 Cases shall have been (or substantially concurrently with commenced in the funding of Bankruptcy Court and the Loansmotion to approve the Interim DIP Financing Order, the Final DIP Financing Order, the Cash Management Order and the First Day Orders shall be) consummated be reasonably satisfactory in all material respects in accordance with the EOne Acquisition Agreement, form and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse substance to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed)Requisite Lenders; provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be First Day Orders delivered to Lenders’ counsel on [●] are deemed to be materially adverse satisfactory to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Requisite Lenders. (c) Since August 22The Interim DIP Financing Order, 2019, there the Cash Management Order and the Insurance Order shall not have been or occurred any Material Adverse Effect entered by the Bankruptcy Court within five (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d5) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger days of the Bridge Facility, Petition Date and the Administrative Agent shall have received (a) audited consolidated balance sheets a true and related consolidated statements complete signed copy of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrowersuch orders, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements orders shall be prepared in accordance with U.S. GAAP. In the case full force and effect and shall not have been reversed, modified, amended, stayed or vacated absent prior written consent of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent and the Requisite Lenders. (d) The Administrative Agent, for its benefit and the benefit of each Lender, shall also have received pro forma financial statements of been granted a valid, perfected and non-avoidable lien on the Borrower giving effect Collateral pursuant to the Transactions Interim DIP Financing Order on the terms and any conditions set forth herein and in the other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3Loan Documents. (e) The Administrative Agent shall have received the Approved Budget for the 13-week period following the Petition Date, it being understood that the budget attached to the Form of Interim DIP Financing Order attached hereto as Exhibit F is an Approved Budget. (if) The Borrower shall have paid (or caused to be paid) to the Administrative Agent and Lenders, on or before the Closing Date, or will be paid concurrently with the Closing Date, the fees and expenses then earned, due and payable hereunder or under the Interim DIP Financing Order or Loan Documents (including, without limitation, the fees and expenses of the Lender Advisors, and as set forth in the Fee Letter), in each case subject to and in accordance with the Interim DIP Financing Order and the other First Day Orders; provided that payment of such amounts may be made, or may be deducted, from the proceeds of the Loans on the Closing Date. (g) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer on behalf of the Borrower Loan Parties certifying that (i) the conditions precedent in this Section 4.02(b) and Section 4.02(g) 6.1 have been satisfied, (ivii) a all government and third party approvals necessary in connection with the continued operations of the Loan Notice for Parties and the Borrowings transactions contemplated hereby have been obtained and are in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby on satisfactory terms, and (iii) no action or proceeding is pending or threatened in any court or before any Governmental Authority seeking to enjoin or prevent the consummation of the transactions contemplated hereby. (h) As of the Closing Date, the representations and warranties contained in accordance with Section 2.02 this Agreement and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations other Loan Documents shall be true and correct in all material respects (or, in the case on and as of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (to the same extent as though made on and as of that date, except to the extent that any such representations and warranties specifically relate to an earlier date or perioddate, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. (i) Each Lender and Administrative Agent who has requested the same at least five (5) Business Days prior to the Closing Date shall have received, at least three (3) Business Days prior to the Closing Date, “know your customer”, Beneficial Ownership information and similar information. (j) The Administrative Agent shall have received (1) a copy of the certificate or articles of incorporation, formation or limited partnership, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (2) a certificate of the Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, limited partnership agreements, articles of association, memorandum of association, certificate of incorporation, certificate of formation, certificate of limited partnership and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or period)its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (1) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (3) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (2) above. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such Loan Party to the contrary. (k) As of the Closing Date, no Potential Event of Default or Event of Default shall exist or would result from the making of such Loan and the application of proceeds therefrom. (l) At the time and immediately after giving pro forma effect to the Loans made on the Closing Date, there has occurred no event which has had or is reasonably likely to have a Material Adverse Effect. (m) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to each Loan Party in the states (or other jurisdictions) of formation of such persons, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 10.3 or have been or will be contemporaneously released or terminated. (n) The Administrative Agent shall have received insurance certificates reasonably satisfactory to the Administrative Agent naming the Administrative Agent as lender loss payee or additional insured, as appropriate.

Conditions Precedent to the Closing Date. The obligations of the Lenders to make the Loans on the Closing Date hereunder are subject to the satisfaction (or waiver in accordance with Section 10.0110.08) of each of the following conditions precedent not later than on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Administrative Agent shall have received copies of the Subsidiary Guarantee duly executed by each Subsidiary Guarantor (if any) required to do so in accordance with Article VIII, together with copies of the other appropriate documents with respect to such Subsidiary Guarantor corresponding to those set forth in Section 4.01(a)(ii)-(iv). (c) (i) The Acquisition shall have been (been, or shall substantially concurrently with the funding Borrowing of the LoansLoans be, shall be) consummated in all material respects in accordance with terms of the EOne Acquisition AgreementAgreement and (ii) since June 25, and 2014, no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended waived, amended, supplemented or modified by the Borrowerotherwise modified, and no condition therein consent or request by the Borrower or any of its Subsidiaries shall have been waived or consent granted or request made by the Borrowerprovided thereunder, in each case, in any respect that case which is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall without the Arranger’s prior written consent (such consent not require the consent to be unreasonably withheld or delayed); provided that any increase or reduction of the Administrative Agent if purchase price for the Acquisition of less than 10% of such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be not materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent The Arranger shall have received (ai) audited consolidated balance sheets and related consolidated statements of operationsincome, comprehensive earnings, cash flows and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower, Borrower and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and its Subsidiaries for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operationsincome, comprehensive earnings, cash flows, and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower as of and its Subsidiaries for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date Date, which shall have been reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, in each case prepared in conformity with GAAP (together it being understood that, with respect to such financial information for each such fiscal year and subsequent interim period, such condition shall be deemed satisfied through the corresponding period(sfiling by the Borrower of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or interim period) of the prior fiscal year)and (ii) solely if, and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) extent required by Rule 3-05 and Article 11 of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) in connection with an offering of securities under the Securities Act, (x) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business, in each case prepared in conformity with IFRS or GAAP, as applicable and (y) pro forma financial statements, which in each case meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of a Registration Statement under the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements Securities Act on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3S-1. (e) The Lenders, the Administrative Agent and the Arranger shall have received all fees and expenses required to be paid and due under this Agreement or the other Loan Documents on or before the Closing Date for which invoices have been presented at least two Business Days prior to the Closing Date (including, without limitation, amounts then payable under the Fee Letter). (f) The Lenders shall have received (in each case dated as of the Closing Date) (i) a certificate such legal opinions from such counsel to the Borrower as may be reasonably required by the Administrative Agent, including as to certain corporate matters, an opinion of Xxxxxx X. Xxxxxxxx, Counsel of the Borrower (provided that the scope of such legal opinions shall be consistent with the Specified Representations), (ii) an officer’s certificate, signed by a Responsible Officer of the Borrower certifying that (x) there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery matters previously certified pursuant to Section 4.01(a)(iii4.01(a)(ii)-(iv) (or attaching thereto any otherwise providing updates to such certifications, including updated certificate, resolutions or other equivalent documents), (ii) corporate organizational documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction certificates) and (y) the conditions precedent contained herein have been satisfied as of organizationthe Closing Date, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) Solvency Certificate and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on at least five Business Days prior to the Closing Date, in accordance documentation and other information required with Section 2.02 respect to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (v) a solvency certificate from related compliance to the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, extent requested by any Lender through the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two 10 Business Days prior to the Closing Date. (g) (xi) There shall exist no Event of Specified Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (yii) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case without duplication of any Specified Representations qualified by materiality, in all respectsmateriality or “material adverse effect” qualifications set forth therein), in each case, at the time of, and after giving effect to, the Borrowing of the Loans on the Closing Date (Date, except in the case of any Acquisition Agreement Representation or Specified Representation which expressly relates to the extent that any such representations and warranties relate to an earlier a given date or period, in which case such representations representation and warranties warranty shall have been be true and correct in all material respects on and (without duplication of any materiality or “material adverse effect” qualifications set forth therein) as of such earlier given date or period, as the case may be. (h) Except as set forth in Group Disclosure Letter (as defined in the Acquisition Agreement) delivered on June 25, 2014 (it being understood that the disclosure of any matter, information, item or other disclosure in any section of the Group Disclosure Letter (whether or not an explicit cross-reference appears) shall be deemed to be disclosure with respect to this condition (h) to the extent that it is reasonably apparent from the face of such disclosure that such matter, information, item or other disclosure in such section of the Group Disclosure Letter is relevant to this condition (h)), from December 31, 2013 through the date of the Acquisition Agreement, there shall not have been any change in the financial condition, business or results of operations of the Group (as defined in the Acquisition Agreement), taken as a whole, that has had an Acquired Business Material Adverse Effect. (i) As of the Closing Date, since the date of the Acquisition Agreement, no Acquired Business Material Adverse Effect shall have occurred.

Conditions Precedent to the Closing Date. The obligations obligation of the Lenders each Lender to make Loans on and the Closing Date effectiveness of this Agreement are subject to the prior satisfaction (or waiver in accordance with Section 10.01) of each of the following conditions precedent not later than conditions, in each case to the Commitment Termination satisfaction of the Administrative Agent and each of the Lenders (unless waived pursuant to Section 9.12(a)) on or prior to the Closing Date: (a) The Effective Date shall have occurredDelivery to the Agents of each of the following Financing Documents, each duly executed and delivered by the parties thereto: (i) the Original Loan Agreement; [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (ii) the Original CADA; (iii) the Original Member Pledge; (iv) the Original Security Agreement; (v) the Fee Letters (excluding Fee Letters dated after the Closing Date); (vi) the Tax Equity Required Consents (if any); (vii) the LLC Agreements (amended and restated to comply with the provisions of this Agreement, as necessary); and (viii) the Notes (if requested by a Lender). (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated Each representation and warranty set forth in Section 4.1 is true and correct in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), those representations and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued warranties which are modified by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated materiality by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filingtheir own terms, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case as of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any unless such representations and warranties relate representation or warranty relates solely to an earlier date or perioddate, in which case such representations and warranties it shall have been true and correct in all material respects on and as of such earlier date or perioddate). (c) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement on the Closing Date that would constitute a Default or an Event of Default under this Agreement. (d) Delivery to the Administrative Agent and each Lender of the following: (i) an omnibus secretary’s certificate, satisfactory in form and substance to the Administrative Agent, from Borrower Member, signed by an authorized Responsible Officer and dated as of the Closing Date, attaching and certifying as to the Organizational Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), and attaching and certifying as to the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency of one or more Responsible Officers of each Loan Party; (ii) a certificate executed by a Responsible Officer of the Borrower certifying to (A) the representations and warranties made by each Loan Party in each Financing Document to which it is a party being true and correct in all material respects as of the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date), (B) the absence of a Default or an Event of Default, (C) the absence of any (x) material breach by any Loan Party of any Material Project Documents to which it is a party or (y) breach of any Other Documents that could have a Material Adverse Effect, (D) the absence of any Bankruptcy Event with respect to any Loan Party and any Subject Fund in which such Loan Party owns an interest, and (E) the satisfaction (or waiver by the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Administrative Agent and each Lender) of all conditions precedent to the Closing Date in accordance with the terms and conditions hereof; (iii) a certificate executed by a Responsible Officer of the Borrower certifying to (A) the absence of a Default or an Event of Default with respect to Borrower Member or Vivint Solar Parent, (B) the absence of any Bankruptcy Event with respect to Borrower Member or Vivint Solar Parent; (iv) an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender; and (v) an opinion, dated as of the Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special bankruptcy counsel to the Loan Parties, in form and substance reasonably acceptable to the Agents and each Lender. (e) The Collateral Documents shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates representing the Equity Interests of the Borrower, the Equity Interests of each Managing Member and each Equity Interest owned by any Managing Member in another Person accompanied, in each case, by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to perfect, record and file in the appropriate jurisdictions. (f) The Administrative Agent and the Collateral Agent shall have received (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral, (B) copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (C) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The UCC financing statements relating to the Collateral being secured as of the Closing Date shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first Lien and security interest set forth in the Collateral Documents. The Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Lien and security interest described above by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in the Borrower, each Managing Member and each Equity Interest owned by any Managing Member in another Person along with blank transfer powers and proxies. (h) All amounts required to be paid to or deposited with the Administrative Agent, the Collateral Agent, the Depositary or any Lender under this Agreement, the Fee Letters (as of the Closing Date), or any other Financing Document, or under any separate agreement with such parties, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed pursuant to this Section 3.1, shall have [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. been paid in full (or in connection with such taxes, fees (other than fees payable to the Lenders or the Agents) and costs, the Borrower shall have made other arrangements acceptable to the Agents, the Depositary or such Lender(s), as the case may be, in their sole discretion). (i) The Agents and Lenders shall have received all such documentation and information requested by the Agents and the Lenders that is necessary (including the names and addresses of the Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of the Borrower and each other Loan Party (or owners thereof) for the Agents and the Lenders to identify the Borrower and each other Loan Party (or owners thereof) in accordance with the requirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (j) All Accounts required to be open as of the Closing Date under the CADA (including the Interest Reserve Account) shall have been opened in the name of the Borrower and each Managing Member. (k) The expenses incurred and invoiced as of or prior to the Closing Date shall have been paid by the Borrower or its Affiliates in accordance with Section 10.4. (l) The Borrower shall have delivered an unaudited financial statement in form and substance satisfactory to the Administrative Agent. (m) The Borrower shall have obtained all approvals (to the extent required to have been obtained by such time) and all consents, including any applicable Tax Equity Required Consents, modifications to Project Documents or Organizational Documents of any Subject Fund, in each case that are necessary for its entry into the Financing Documents to which it is a party and implementation of the transactions contemplated in the Financing Documents, each of which is listed on Schedule 3.1(m). (n) All outstanding obligations under the Bridge Loan Credit Facility have been indefeasibly paid in full in cash on the Closing Date. (o) The Administrative Agent shall have received the Tax Equity Model for each Subject Fund.

Conditions Precedent to the Closing Date. The obligations commit- ments of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver Advances under and in accordance with Section 10.01) of this Agreement shall not become effective until the following conditions precedent not later than the Commitment Termination Dateshall have been fulfilled: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate signed by a Responsible Officer of the Secretary of the Borrower certifying there has been no change (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agree- ment and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the certificatesexecution, resolutions or other equivalent documents since delivery and performance by the date Borrower of their delivery pursuant to Section 4.01(a)(iiithis Agreement and the Notes. (v) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a A certificate of a Responsible Officer duly authorized officer of the Borrower certifying that that, except as set forth in the conditions precedent in Section 4.02(bDisclosure Documents, there is no pending or known threatened action or proceeding (including, without limita- tion, any action or proceeding relating to any environmental protection laws or regulations) and Section 4.02(gaffecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) have been satisfiedpurport to affect the legality, validity or enforceability of the Existing Notes, any Loan Document or any Significant Contract or (ivB) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and whole. (vvi) A certificate of a solvency certificate from the treasurer or other financial duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such date and (ii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since December 31, 1994, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approv- als listed in Schedule II hereof. (ix) Favorable opinions of: (A) Rath, Young and Pignatelli, P.A., special New Hamxxxxre xxxxsel tx xxx Xxxxower, in substantially in the form of Exhibit G 5.01A hereto; (B) Jeffrey C. Miller, Esq., Assistant General Counsex xx XXXXX, xx xxbstantially the form of Exhibit 5.01B hereto; and (C) C.E. Shively, Esq., Senior Counsel of PSNH, in suxxxxxxxxxxx the form of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since December 31, 1994, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement and the Notes. (b) There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent or the Arrangers would prohibit the making of the Advances or the consummation of the redemption of the Existing Notes; except as set forth in the Disclosure Documents, there shall be no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Notes, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (c) All other legal and regulatory matters relating to this Agreement, the Notes, the Advances and the redemption of the Existing Notes shall be satisfactory to the Arrangers and the Lenders. (d) No Default or Event of Default shall have occurred and be continu- ing. (e) The Borrower shall have paid all fees under or referenced in Section 2.02 hereof, to the extent then due and payable. (f) The Lead Arrangers, the Administrative Agent and the Lenders Closing Date shall have received all fees and invoiced expenses required to be paid occurred on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing DateDecember 31, 1995. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).

Conditions Precedent to the Closing Date. The obligations obligation of the Lenders each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date prior to the certificatesClosing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, resolutions or special Tennessee counsel to the Borrower, (B) Xxxxx X. Xxxx, Vice President, Transactions, SEC and Corporate Secretary to the Borrower and (C) Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., special counsel to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) Credit Documents are true and correct in all material respects (or attaching thereto if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any updated certificatesuch representation or warranty is expressly stated to have been made as of a specific date, resolutions in which case such representation or other equivalent documentswarranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (iiB) documents no Default or Event of Default has occurred and certifications evidencing is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2012 that each Loan Party could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is validly existing a true and in good standing in complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (iiiB) that attached thereto is a certificate true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, (C) that attached thereto is a Responsible true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and (D) as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower certifying confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrower and its Subsidiaries is solvent; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions precedent upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.02(b4.12. (e) Since December 31, 2012, both immediately before and Section 4.02(g) after giving effect to the consummation of the transactions contemplated hereby, there shall not have been satisfied, occurred (ivi) a Loan Notice for Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (f) The Borrower shall have paid (i) to the Borrowings Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in accordance with Section 2.02 the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and (viii) a solvency certificate from the treasurer or all other financial officer fees and reasonable expenses of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent Agent, the L/C Agent, the Fronting Bank and the Lenders shall have received all fees and invoiced expenses required hereunder or under any other Credit Document to be paid on or prior to the Closing Date pursuant to (including reasonable fees and expenses of counsel) in connection with this Agreement, the Fee Letter other Credit Documents and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Datetransactions contemplated hereby. (g) (x) There The Administrative Agent shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely have received an Account Designation Letter, together with respect to breaches written instructions from an Authorized Officer of the negative covenants Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (h) The Administrative Agent shall have received from the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (i) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 7.01 (Liens9.4, but excluding any non-consensual liens arising for purposes of determining compliance with the conditions specified in this Section 3.1, 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 hereunder to be consented to or approved by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the proposed Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period)specifying its objection thereto.

Conditions Precedent to the Closing Date. The obligations commitments of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver Advances under and in accordance with Section 10.01) of this Agreement shall not become effective until the following conditions precedent not later than the Commitment Termination Dateshall have been fulfilled: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate signed by a Responsible Officer of an Assistant Secretary of the Borrower certifying there has been no change (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the certificatesexecution, resolutions or other equivalent documents since delivery and performance by the date Borrower of their delivery pursuant to Section 4.01(a)(iiithis Agreement and the Notes. (v) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a A certificate of a Responsible Officer duly authorized officer of the Borrower certifying that that, except as set forth in the conditions precedent in Section 4.02(bDisclosure Documents, there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) and Section 4.02(gaffecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) have been satisfiedpurport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ivB) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and whole. (vvi) A certificate of a solvency certificate from the treasurer or other financial duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such date and (ii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since June 30, 2001, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approvals listed in Schedule II hereof. (ix) Favorable opinions of: (A) X.X. Xxxxxxx, Esq., Senior Counsel of NUSCO, in substantially in the form of Exhibit G 5.01A hereto; (B) Xxxxxxx X. Xxxxxx, Esq., Assistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01B hereto; and (C) Xxxxxx X. Xxxxxx, Assistant General Counsel of PSNH, in substantially the form of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since June 30, 2001, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement and the Notes. (b) There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent or the Arranger would prohibit the making of the Advances or the repayment of the Existing Debt; except as set forth in the Disclosure Documents, there shall be no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (c) All other legal and regulatory matters relating to this Agreement, the Notes, the Advances and the repayment of the Existing Debt shall be satisfactory to the Arranger and the Lenders. (d) No Unmatured Default or Event of Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees under or referenced in Section 2.02 hereof, to the extent then due and payable. (f) The Lead Arrangers, the Administrative Agent and the Lenders Closing Date shall have received all fees and invoiced expenses required to be paid occurred on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing DateNovember 9, 2001. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).

Conditions Precedent to the Closing Date. The obligations amendment and restatement of the Lenders Existing Credit Agreement and the obligation of each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals in the case of Notes) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change applicable Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date prior to the certificatesClosing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) Notes executed by each Borrower in favor of each Lender requesting a Note; (iii) customary opinions requested by the Administrative Agent, resolutions or all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the Company, certifying that (A) all representations and warranties of the Borrowers contained in this Agreement and the other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) Credit Documents are true and correct in all material respects (or attaching thereto if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any updated certificatesuch representation or warranty is expressly stated to have been made as of a specific date, resolutions in which case such representation or other equivalent documentswarranty shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such date), (iiB) documents no Default or Event of Default has occurred and certifications evidencing is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Company since December 31, 2021 that would reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of each Loan Party Borrower certifying (A) that attached thereto is validly existing a true and in good standing in complete copy of the articles or certificate of incorporation or formation and all amendments thereto of such Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (iiiB) that attached thereto is a true and complete copy of the bylaws or operating agreement of such Borrowers, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and (D) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Company confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby each of the Borrowers and their respective Subsidiaries is solvent; and (vii) a certificate as of a Responsible Officer recent date of the good standing of each Borrower certifying under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened in writing) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions precedent upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or, other than as may have been specifically disclosed in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2021, that has, or would reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.02(b4.12. (e) Since December 31, 2021, both immediately before and Section 4.02(g) after giving effect to the consummation of the transactions contemplated hereby, there shall not have been satisfied, occurred (ivi) a Loan Notice for Material Adverse Effect or (ii) any event, condition or state of facts that would reasonably be expected to have a Material Adverse Effect. (f) The Company shall have paid (i) to Xxxxx Fargo Securities, LLC and the Borrowings Administrative Agent, the fees required under the Fee Letter to be paid on the Closing Date, in accordance with Section 2.02 the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (viii) a solvency certificate from the treasurer or all other financial officer fees and reasonable expenses of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent Agent, the L/C Agent, the Fronting Bank and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to (including reasonable fees and expenses of counsel) in connection with this Agreement, the Fee Letter other Credit Documents and this Agreement (solely with respect to expenses) the transactions contemplated hereby to the extent invoiced at least two Business Days prior to the Closing Date; provided, however, that nothing in the preceding sentence shall be deemed a waiver of the Company’s obligations set forth in Section 10.1. (g) (x) There The Company shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches have paid all accrued and unpaid fees and interest, if any, under the Existing Credit Agreement as of the negative covenants in Section 7.01 Closing Date. (Liensh) The Administrative Agent shall have received an Account Designation Letter, but excluding any nontogether with written instructions from an Authorized Officer of each Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (i) The Administrative Agent and the Lenders shall have received from each Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-consensual liens arising by operation of lawmoney laundering rules and regulations, including without limitation the PATRIOT Act. At least five (5) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect day prior to the BorrowerClosing Date, each Borrower shall have delivered to the Administrative Agent and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation); and (y) each . Without limiting the generality of the EOne Acquisition provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement Representations shall be true and correct and deemed to have consented to, approved or accepted or to be satisfied with, each of document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Specified Representations Administrative Agent shall be true and correct in all material respects (or, in have received notice from such Lender prior to the case of any Specified Representations qualified by materiality, in all respects), in each case, on the proposed Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period)specifying its objection thereto.

Conditions Precedent to the Closing Date. The obligations of the Lenders Banks to make Term Loans on the Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01) of the following additional conditions precedent not later than the Commitment Termination Dateprecedent: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding making of the Term Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22May 9, 2019) 2019 shall have been amended or modified by the BorrowerCompany, and no condition therein shall have been waived or consent granted or request made by the BorrowerCompany, in each case, in any respect that is materially adverse to the Lenders Banks in their capacities as such without the Administrative Agent’s prior written consent of the Administrative Agent and the Syndication Agent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders Banks or the Administrative Agent and the Syndication Agent and shall not require the consent of the Administrative Agent and the Syndication Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the BorrowerCompany, which shall not be deemed to be materially adverse to the interests of the Lenders Banks and shall not require the consent of the Administrative Agent and the Syndication Agent), ) and (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders Banks and shall not require the consent of the Administrative Agent and the Syndication Agent, but, to the extent in cash and after giving effect subject to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall permanently reduce dollar-for-dollar the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Term Loan Commitments, allocated pro rata between each Class to a reduction first of the 364-Day Tranche Commitments, and then to the 2-Year Tranche Commitments. (iiib) Except as disclosed (i) in the Company SEC Documents or the MLP SEC Documents filed or furnished to the Administrative Agent and the Syndication Agent prior to May 14, 2019 (excluding any disclosures in such amendmentCompany SEC Documents or MLP SEC Documents in any risk factors section, modification in any section related to forward looking statements and other disclosures that are predictive or waiver forward-looking in nature) or (ii) in the correspondingly numbered section of the disclosure schedules delivered by the Target to the Company simultaneously with the execution of the Acquisition Agreement, and provided to the Administrative Agent and the Syndication Agent on or prior to May 14, 2019 (the “Target Disclosure Schedules”) (it being agreed that disclosure of any item in any section or subsection of the Target Disclosure Schedules shall be deemed disclosure with respect to (x) Section 3.1(n)(1) any other section or Section 6.2(b)(i) (insofar subsection of the Acquisition Agreement as it relates in effect on May 9, 2019 to which the relevance of such item is reasonably apparent, notwithstanding the omission of a cross-reference to such Section 3.1(n)(1other section or subsection)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each casefrom December 31, shall be deemed materially adverse to the Lenders. (c) Since August 22, 20192018, there shall not have been any event, occurrence, change or occurred any development of a state of circumstances or facts which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect (as terms used in this clause (b) but not defined herein shall have the meaning assigned to such terms in the EOne Acquisition Agreement as in effect on August 22May 9, 2019). (dc) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ato the extent also provided to the lead arrangers under the Bridge Facility) (i) audited consolidated balance sheets and related consolidated statements of operationsincome, comprehensive earnings, cash flows and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower, Company and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOnethe Target, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operationsincome, comprehensive earnings, cash flows, and shareholdersstockholders’ equity and redeemable noncontrolling interests cash flows of the Borrower Company and the Target, in each case, as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with and the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the each case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. United States generally accepted auditing standards as promulgated by the AICPA accounting principles (US GAAS) for filing it being understood that, with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrowerinformation for each such fiscal period, it is understood that this such condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower Company or the Target with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received ; and (ii) pro forma financial statements of the Borrower Company giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositionsDispositions, in each casecase under this clause (ii), solely to the extent required by Rule 3.05 and Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower Company will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which which, pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. The condition precedent set forth in this clause (c) shall be deemed to have been satisfied on the date on which the Form S-4 to be filed by the Company under the Securities Act of 1933, as amended, relating to its issuance of common stock in connection with the Acquisition, is declared effective by the SEC until such time as more current financial statements are required as set forth in this clause (c). (d) The Administrative Agent shall have received (i) a Certificate or Certificates of the Secretary of State of the State of Delaware listing the Restated Certificate of Incorporation of the Company and each amendment, if any, thereto, together with the certificates of designation of preferences of preferred stock and the certificates of merger or ownership, on file in the office of such Secretary of State and that the Company is duly incorporated and in good standing in the State of Delaware and (ii) a signed certificate of the President or a Vice President and the Secretary or an Assistant Secretary of the Company, dated the Closing Date certifying, (A) that there has been no change to the matters previously certified pursuant to Section 7.01(c) (or otherwise providing updates to such certifications) and (B) that the conditions precedent contained in Sections 7.02(a) and (g) have been satisfied as of the Closing Date (each of the foregoing to be in form and substance that is customary for financings of this type). (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other another financial officer of the Borrower Company substantially in the form of Exhibit G D hereto. (f) The Joint Lead Arrangers, the Administrative Agent and the Lenders Banks shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the each Fee Letter and or this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days business days prior to the Closing Date. (g) (xi) There shall exist no Event of Default pursuant to Section Sections 8.01(a); Section 8.01(b8.01(d) (solely with respect to breaches of the negative covenants covenant in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes6.02(a)); Sections 8.01(f) and (gSection 8.01(e) (in each case, solely with respect to the Borrower); Company) and 8.01(f) (solely with respect to the Company) and (yii) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period). (h) The Administrative Agent shall have received a Borrowing Request, in accordance with Section 2.01(b).

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans on the Closing Date are is subject to the satisfaction (or waiver in accordance with Section 10.01by the Lenders) of the following conditions precedent not later than the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior conditions listed below. The satisfaction of the conditions set forth in this Section 5.01, including any documents required to be delivered hereunder, must be in form and substance satisfactory to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (orLC Issuers. The Administrative Agent and, in the case of any Specified Representations qualified by materialitythe Notes, in all respectseach Lender shall have received, on or before the Closing Date, the following, each dated such day (except where specified otherwise below), in each case, on the Closing Date (except form and substance satisfactory to the extent that any such representations Lead Arrangers: The Notes, to the order of the Lenders, respectively, duly executed by the Borrower. Copies, certified by a Representative of the Borrower, Sithe, Sithe New England or the relevant Project Company, as the case may be, of each Loan Document, duly executed by each of the parties thereto. Copies, certified by a Representative of the Borrower of each Material Project Document (together with all amendments, supplements, change orders, exhibits, annexes and warranties relate schedules thereto) (other than the Mystic Development Interconnection Agreement and the Related Facilities Agreement), each of which (i) shall be in form and substance reasonably satisfactory to an earlier date or periodthe Lead Arrangers, in which case such representations and warranties (ii) shall have been true duly authorized, executed and correct delivered by each Material Project Participant party thereto and (iii) is in full force and effect and no default or event of default thereunder shall have occurred and be continuing. Favorable opinions of counsel (set forth on Exhibit 5.01(d)) to the Borrower, the Project Companies, Sithe, Sithe New England and the Material Project Participants (other than Exxon Company, U.S.A. and Boston Gas Company) as to such matters as the Lead Arrangers shall reasonably request. Copies, certified by a Representative of the Borrower, of (i) the resolutions of the Management Committee of the Borrower approving or authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents, and all material respects other documents to be delivered hereunder and thereunder to which the Borrower is a party, (ii) the Borrower's Certificate of Formation and the LLC Agreement, and all amendments thereto as in effect on such date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by the Borrower of this Agreement and the other Transaction Documents. Copies, certified by a Representative of Sithe, of (i) the resolutions of the Board of Directors of Sithe approving or authorizing the execution, delivery and performance of the Sithe Equity Guarantee and the Sithe Undertaking, (ii) Sithe's Certificate of Incorporation and bylaws, and all amendments thereto as in effect on such date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by Sithe of the Sithe Equity Guarantee and the Sithe Undertaking. Copies, certified by a Representative of Sithe New England, of (i) the resolutions of the Management Committee of Sithe New England approving or authorizing the execution, delivery and performance of the Equity Contribution Agreement and the Distrigas Guaranty, (ii) Sithe New England's Certificate of Formation and the LLC Agreement, and all amendments thereto as in effect on such earlier date or period)date, and (iii) all documents evidencing other necessary corporate action, if any, with respect to the execution, delivery and performance by Sithe New England of the Equity Contribution Agreement and the Distrigas Guaranty.

Conditions Precedent to the Closing Date. The Obligations of the Company Hereunder. All obligations of Opus under this Agreement with respect to the Lenders to make Loans exchange of the Shares on the Closing Date are subject to the satisfaction fulfillment, prior to or at the Closing, of each of the following conditions, except to the extent that FRM may waive any one or more thereof: (i) The representations and warranties of the Company contained in this Agreement (including the information contained in the schedules delivered pursuant to this Agreement, collectively referred to as the "Representations and Warranties") shall be true on and as of the Closing Date, with the same effect as if said representations and warranties had been made on and as of the Closing Date; the Company shall have performed and complied with all agreements and conditions required by this Agreement to be performed or waiver complied with by it prior to or at the Closing; except as disclosed in accordance with Section 10.01the Schedules hereto, since the respective dates of the Financial Statements, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of the following Company; and FRM shall have been furnished with a certificate of the Company, dated the Closing Date, certifying (A) in such detail as FRM may request, to the fulfillment of the foregoing conditions precedent and (B) that to the best of its knowledge no fact or condition exists or is contemplated or threatened which might result in the future in a material adverse change in the business, operations, results of operations or condition (financial or otherwise) or prospects of the Company. (ii) Except as may otherwise have been approved by FRM in writing or as otherwise disclosed to the Corporation, since the respective dates of the Financial Statements, the business of the Company shall have been conducted only in the ordinary course, and FRM shall have been furnished with a certificate of the Company, dated as of the Closing Date, certifying, in such detail as FRM may request, to the fulfillment of the foregoing conditions. In this regard, the Company shall deliver schedules supplementary to the schedules described in this Agreement, which supplementary schedules shall be dated as of the Closing Date, and shall show the changes, if any, to the schedules delivered on or prior to the date of execution of this Agreement, and indicate the authority for each such change. (iii) The Company shall have obtained and delivered to FRM all necessary consents to the transactions contemplated by this Agreement, which consents shall be in form and substance satisfactory to counsel for the Corporation. (iv) On the Closing Date, (A) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not later than be consummated as herein provided or compels or would compel Opus to dispose of or discontinue the Commitment Termination business or a portion of the business of the Company as a result of the consummation of any of the transactions contemplated hereby; and (B) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the opinion of Opus, is likely to result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Opus or any of its affiliates, in connection with the consummation of any transaction contemplated hereby. (v) FRM shall have received a favorable opinion, dated as of the Closing Date, and addressed to counsel for the Corporation, to the effect that: (a) The Effective Date shall have occurredCompany is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the Country of Belize. The Company has all requisite power and authority to conduct its business as presently conducted and to own properties. The Company has all requisite corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. The Merger with Valcor Holdings, Inc. S.A., a corporation duly incorporated under the laws of the Country of Panama, and each document or agreement executed in connection therewith was duly authorized, executed and delivered by the Company. (b) The EOne Acquisition shall have This Agreement and each other agreement executed in connection herewith has been (or substantially concurrently with duly authorized, executed and delivered by the funding Company and constitutes the legal, valid and binding obligation of the LoansCompany, shall be) consummated in all material respects enforceable in accordance with their respective terms, subject to the EOne Acquisition Agreementeffects of bankruptcy, insolvency, reorganization, receivership, moratorium and no provision of the EOne Acquisition Agreement (as other similar laws now or hereafter in effect on August 22, 2019) shall have been amended relating to or modified by the Borrower, and no condition therein shall have been waived affecting creditors' rights or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lendersremedies generally. (c) Since August 22The Company is not subject to or bound by any provision of (a) any law, 2019statute, there shall not have been rule, regulation or occurred judicial or administrative decision, (b) to the best knowledge of such counsel, any Material Adverse Effect mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction, or (as defined c) to the best knowledge of such counsel any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator, that would prevent or be violated by or that would result in the EOne Acquisition creation of any lien or encumbrance as a result of, or under which there would be a default or right of termination as a result of, the execution, delivery and performance by the Company of the Agreement as in effect on August 22and the consummation of the transactions contemplated thereby. No consent, 2019)approval or authorization of or declaration or filing with any person is required for the valid execution, delivery and performance by the Company of the Agreement and the consummation of the transactions contemplated thereby. The consummation of the transactions contemplated hereby do not conflict with any provision of the Company's certificate of incorporation or by-laws. (dvi) To All proceedings, corporate or otherwise, to be taken by the extent also provided Company in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be satisfactory in form and substance to BofA Securities, Inc., in its capacity as FRM and the lead arranger Company shall have made available to counsel for FRM all records and documents relating to the business and affairs of the Bridge Facility, the Administrative Agent Company which such counsel may reasonably request in connection with its review as aforesaid. (vii) The Company shall have received delivered to FRM (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests a copy of the BorrowerCompany's articles of incorporation, and audited consolidated balance sheets and related consolidated statements including all amendments thereto certified by an appropriate official of comprehensive income, cash flows and changes in equity the Country of EOne, in each case, Belize as of and for each the Closing Date, (b) a certificate from the Secretary of State of the last three full fiscal years ended at least 60 days prior Country of Belize to the effect that the Company is in existence in such jurisdiction and listing all charter documents of such Company on file as of the Closing Date, (c) a certificate from an appropriate official from the Country of Belize or other jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such jurisdiction as of the Closing Date, and (bd) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests a certificate as to the tax status of the Borrower Company from the appropriate officials in Belize and each jurisdiction in which such Company is qualified to do business, each as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3Date. (eviii) The Administrative Agent Board of Directors of the Company shall have received (i) a certificate signed by a Responsible Officer approved the consummation of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G heretotransactions contemplated by this Agreement. (fix) The Lead ArrangersCompany shall deliver to FRM copies of all of the Company's minute books, the Administrative Agent files, documents, papers, agreements, books of account and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior records pertaining to the Closing Date pursuant to business conducted by the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days Company prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).

Conditions Precedent to the Closing Date. The obligations of Initial Lenders and the Lenders to make Loans on the Closing Date are subject Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the Initial Lenders in accordance with Section 10.01writing of) of the following the conditions precedent not later than precedent, in form and substance satisfactory to Agent and Initial Lenders (the Commitment Termination “Closing Date:”): (a) The Effective Date shall have occurred.Loan Documents (including, but not limited to, this Agreement and the Agent Fee Letter) duly executed by Borrower and the Guarantors required to sign such Loan Document; (b) The EOne Acquisition shall have been Current Financial Statements of Parent; (or substantially concurrently with the funding c) Evidence of the Loansinsurance coverage required by Section 6.8 of this Agreement; (d) To the extent requested by any Initial Lender, shall be) consummated a Note in all material respects in accordance with the EOne Acquisition Agreement, and no provision principal amount of the EOne Acquisition Agreement Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Stroock & Stroock & Lxxxx LLP, in its capacity as in effect on August 22, 2019special counsel to the Loan Parties and (y) shall have been amended or modified local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower, Borrower and no condition therein shall have been waived or consent granted or request made by the Borrower, Initial Lenders in each case, in any respect that is materially adverse dated as of the Closing Date and addressed to the Lenders in their capacities as such without Agent and the Administrative Agent’s prior written consent Initial Lenders; (which consent f) Delivery of an executed Notice of Borrowing, direction letter and Funds Flow Memorandum; (g) The Closing Date shall not be unreasonably withheld or delayed); providedoccur before April 1, that 2022; (h) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse Organization Documents of each Loan Party (which, to the interests extent filed with a Governmental Authority, shall be certified as of the Lenders and shall not require the consent of the Administrative Agent if a recent date by such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentGovernmental Authority), (ii) no decrease below resolutions authorizing the purchase price Loan Documents and, in the EOne Acquisition case of Parent, the Warrants, the Warrant Agreement shall, in and of itself, be deemed to be materially adverse to the interests Registration Rights Agreement (including authorization of the Lenders reservation and shall not require the consent issuance of Parent’s common stock upon exercise of the Administrative AgentWarrants), but(iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures; (i) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties and, in cash the case of Parent, the Warrants, the Warrant Agreement and the Registration Rights Agreement (including consent to the issuance of Parent’s common stock upon exercise of the Warrants); (j) [reserved]; (k) The execution and delivery by the Intermediation Facility Agent and the Loan Parties of an Intercreditor Agreement; (l) The execution and delivery by Parent of the Warrant Agreement and the Registration Rights Agreement and the issuance by Parent of the Warrants to the Initial Lenders or their Affiliates or Approved Funds; (m) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the applicable mandatory prepayment and commitment reduction provisions transactions contemplated by this Agreement, including the issuance by Parent of the Bridge FacilityWarrants) certifying that the Loan Parties, individually and collectively, are not Insolvent; (n) The Mobile Refinery Acquisition shall reduce have been consummated substantially simultaneously with the dollar equivalent amount initial borrowings under the Facility in accordance with the Mobile Refinery Acquisition Agreement; (as reasonably determined by o) Since the Administrative Agent) date of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Mobile Refinery Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any a Material Adverse Effect (as defined in the EOne Mobile Refinery Acquisition Agreement as in effect on August 22, 2019Agreement).; (dp) To the extent also provided Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to BofA SecuritiesUniform Commercial Code financing statements, Inc., in its capacity as the lead arranger Initial Lenders shall reasonably request to evidence the perfection and priority of the Bridge Facilitysecurity interests granted to Agent pursuant to Section 4; (q) Subject to Section 6.19, the Administrative Agent shall have received (a) audited consolidated balance sheets received, subject to the Intercreditor Agreement, all documents, agreements and related consolidated instruments required to create and perfect the Agent’s security interest in the Collateral. The Loan Parties shall have filed or shall have provided all UCC-1 financing statements of operations, comprehensive earnings, cash flows and shareholders’ the Intellectual Property Security Agreement in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and redeemable noncontrolling interests of documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Borrower, Closing Date; (r) Borrower shall have paid all Lender Expenses and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each caseall fees due pursuant to the Agent Fee Letter or the Commitment Letter, as of applicable; (s) The Borrower and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other Guarantors shall have provided no less than any fourth fiscal quarter) ended at least 40 3 business days prior to the Closing Date (together with the corresponding period(s) of documentation and other information to the prior fiscal year), and Lenders that are reasonably requested by the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 Lenders no later than 10 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation Sunder applicable “know your customer” and anti-X and all other accounting money laundering rules and regulations regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (t) Such other documents, and completion of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Qother matters, as the case Agent or Initial Lenders may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable reasonably deem necessary or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3.appropriate; (eu) The Administrative Agent shall have received Confirmation that (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents representations and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent warranties contained in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations 5 shall be true and correct on and each as of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any for such representations and warranties relate to an earlier date or periodmade as of a specific date, in which case such representations and warranties shall have been be true and correct in all material respects on and as of such earlier specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the funding of the Term Loan. The making of the Term Loan shall be deemed to be a representation and warranty by Borrower on the date of the Term Loan as to the accuracy of the facts referred to in this Section 3.1; and (v) Concurrently with the consummation of the Mobile Refinery Acquisition, the Loan Parties (and/or any Intermediation Facility Agent) shall execute and deliver or period)confirm effectiveness of the material supply and offtake agreements with Macquarie Energy North America Trading Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP, Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp. on substantially similar terms as the agreements provided to counsel to the Lenders on February 16, 2022, subject to (x) any amendments, modifications or adjustments to the terms thereof (other than economic terms) required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not materially adverse to the Lenders and (y) any amendments, modifications or adjustments to the economic terms thereof required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not adverse to the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. The obligations of Initial Lenders and the Lenders to make Loans on the Closing Date are subject Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the Initial Lenders in accordance with Section 10.01writing of) of the following the conditions precedent not later than precedent, in form and substance satisfactory to Agent and Initial Lenders (the Commitment Termination “Closing Date:”): (a) The Effective Date shall have occurred.Loan Documents (including, but not limited to, this Agreement and the Agent Fee Letter) duly executed by Bxxxxxxx and the Guarantors required to sign such Loan Document; (b) The EOne Acquisition shall have been Current Financial Statements of Parent; (or substantially concurrently with the funding c) Evidence of the Loansinsurance coverage required by Section 6.8 of this Agreement; (d) To the extent requested by any Initial Lender, shall be) consummated a Note in all material respects in accordance with the EOne Acquisition Agreement, and no provision principal amount of the EOne Acquisition Agreement Initial Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Sxxxxxx & Sxxxxxx & Lxxxx LLP, in its capacity as in effect on August 22, 2019special counsel to the Loan Parties and (y) shall have been amended or modified local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower, Borrower and no condition therein shall have been waived or consent granted or request made by the Borrower, Initial Lenders in each case, in any respect that is materially adverse dated as of the Closing Date and addressed to the Lenders in their capacities as such without Agent and the Administrative Agent’s prior written consent Initial Lenders; (which consent f) Delivery of an executed Notice of Borrowing, direction letter and Funds Flow Memorandum; (g) The Closing Date shall not be unreasonably withheld or delayed); providedoccur before April 1, that 2022; (h) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse Organization Documents of each Loan Party (which, to the interests extent filed with a Governmental Authority, shall be certified as of the Lenders and shall not require the consent of the Administrative Agent if a recent date by such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentGovernmental Authority), (ii) no decrease below resolutions authorizing the purchase price Loan Documents and, in the EOne Acquisition case of Parent, the Initial Warrants, the Warrant Agreement shall, in and of itself, be deemed to be materially adverse to the interests Registration Rights Agreement (including authorization of the Lenders reservation and shall not require the consent issuance of Parent’s common stock upon exercise of the Administrative AgentInitial Warrants), but(iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures; (i) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties and, in cash the case of Parent, the Initial Warrants, the Warrant Agreement and the Registration Rights Agreement (including consent to the issuance of Parent’s common stock upon exercise of the Initial Warrants); (j) [reserved]; (k) The execution and delivery by the Intermediation Facility Agent and the Loan Parties of an Intercreditor Agreement; (l) The execution and delivery by Parent of the Warrant Agreement and the Registration Rights Agreement and the issuance by Parent of the Initial Warrants to the Initial Lenders or their Affiliates or Approved Funds; (m) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the applicable mandatory prepayment and commitment reduction provisions transactions contemplated by this Agreement, including the issuance by Parent of the Bridge FacilityInitial Warrants) certifying that the Loan Parties, individually and collectively, are not Insolvent; (n) The Mobile Refinery Acquisition shall reduce have been consummated substantially simultaneously with the dollar equivalent amount initial borrowings under the Facilitythis Agreement in accordance with the Mobile Refinery Acquisition Agreement; (as reasonably determined by o) Since the Administrative Agent) date of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Mobile Refinery Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any a Material Adverse Effect (as defined in the EOne Mobile Refinery Acquisition Agreement as in effect on August 22, 2019Agreement).; (dp) To the extent also provided Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to BofA SecuritiesUniform Commercial Code financing statements, Inc., in its capacity as the lead arranger Initial Lenders shall reasonably request to evidence the perfection and priority of the Bridge Facilitysecurity interests granted to Agent pursuant to Section 4; (q) Subject to Section 6.19, the Administrative Agent shall have received (a) audited consolidated balance sheets received, subject to theany Intercreditor Agreement, all documents, agreements and related consolidated instruments required to create and perfect the Agent’s security interest in the Collateral. The Loan Parties shall have filed or shall have provided all UCC-1 financing statements of operations, comprehensive earnings, cash flows and shareholders’ the Intellectual Property Security Agreement in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and redeemable noncontrolling interests of documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Borrower, Closing Date; (r) Borrower shall have paid all Lender Expenses and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each caseall fees due pursuant to the Agent Fee Letter or the Commitment Letter, as of applicable; (s) The Borrower and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other Guarantors shall have provided no less than any fourth fiscal quarter) ended at least 40 3 business days prior to the Closing Date (together with the corresponding period(s) of documentation and other information to the prior fiscal year), and Lenders that are reasonably requested by the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 Lenders no later than 10 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation Sunder applicable “know your customer” and anti-X and all other accounting money laundering rules and regulations regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (t) Such other documents, and completion of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Qother matters, as the case Agent or Initial Lenders may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable reasonably deem necessary or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3.appropriate; (eu) The Administrative Agent shall have received Confirmation that (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents representations and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent warranties contained in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations 5 shall be true and correct on and each as of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any for such representations and warranties relate to an earlier date or periodmade as of a specific date, in which case such representations and warranties shall have been be true and correct in all material respects on and as of such earlier specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the funding of the Initial Term Loan. The making of the Initial Term Loan shall be deemed to be a representation and warranty by Borrower on the date of the Term Loan as to the accuracy of the facts referred to in this Section 3.1; and (v) Concurrently with the consummation of the Mobile Refinery Acquisition, the Loan Parties (and/or any Intermediation Facility Agent) shall execute and deliver or period)confirm effectiveness of the material supply and offtake agreements with Macquarie Energy North America Trading Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP, Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp. on substantially similar terms as the agreements provided to counsel to the Lenders on February 16, 2022, subject to (x) any amendments, modifications or adjustments to the terms thereof (other than economic terms) required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not materially adverse to the Lenders and (y) any amendments, modifications or adjustments to the economic terms thereof required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not adverse to the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Expiration Date: (a) The the Effective Date shall have occurred. (b) The EOne the Acquisition shall have been (consummated or will be consummated substantially concurrently with the funding of the Loans, shall be) consummated in all material respects Loans in accordance with the EOne Acquisition Agreement, and ; provided that no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect of any term thereof or any condition to consummate the Acquisition thereunder, or consent or request by the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver, consent or request that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of each of the Joint Lead Arrangers. (c) except as set forth in (x) Section 3.1(n)(1the Company Reports (as defined in the Acquisition Agreement, as of April 29, 2014) filed with or Section 6.2(b)(ifurnished to the Securities and Exchange Commission by the Target on or after January 1, 2012 and at least two Business Days prior to April 29, 2014 (excluding any disclosures of information, factors or risks contained or referenced therein under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative Disclosures About Market Risk” or elsewhere therein, to the extent they are statements that are predictive, cautionary or forward-looking in nature) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition corresponding sections or subsections of “Material Adverse Effect” contained the Company Disclosure Letter (as defined in the EOne Acquisition Agreement, in each caseas of April 29, shall be deemed materially adverse to the Lenders. (c) Since August 22, 20192014), there shall not have been occurred, since December 31, 2013 any change in the financial condition, business or occurred any results of operations of the Target that, individually or in the aggregate, has had or is reasonably likely to have, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent Joint Lead Arrangers shall have received (ai) audited consolidated balance sheets and related audited consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of each of the Borrower, Borrower and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and the Target for each of the last three full fiscal years ended at least ending more than 60 days prior to the Closing Date, and (bii) unaudited consolidated balance sheets and related audited consolidated statements of operations, comprehensive earnings, operations and cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and flows for each subsequent fiscal quarter (other than any the fourth fiscal quarter) ended at least of each of the Borrower and the Target ending after the latest fiscal year for which financial statements have been delivered under clause (i) for each of the Borrower and the Target, as applicable, and more than 40 days prior to the Closing Date (together with including for the elapsed six and nine month interim periods) and for the corresponding period(s) periods of the prior fiscal year, all of which shall have been reviewed by the independent accountants for the Borrower and the Target (as applicable) as provided in Statement on Auditing Standards No. 100, (iii) audited and unaudited financial statements for all recent, probable or pending acquisitions (other than the Target), if any, and (iv) customary pro forma financial statements, in each case meeting the unaudited consolidated balance sheet and related consolidated requirements of Regulation S-X for Form S-3 registration statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X clauses (iii) and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”iv), and only to the extent the Borrower will be required to file such financial statements pursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, as applicable, of Regulation S-X. Each Joint Lead Arranger hereby acknowledges that the Borrower’s or the Target’s public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph. (e) (i) the Joint Lead Arrangers shall have received the Marketing Materials suitable for use in a customary “road show” relating to the placing or selling of debt securities of the Borrower, including audited and unaudited financial statements of the Borrower and the Target, as applicable, pro forma financial statements with the SEC, regardless and other financial data of the timing of such filingtype and form customarily included in offering memoranda, which pro forma financial statements shall be prospectuses and similar documents (including as referred to in Section 3.02(d)), prepared in accordance with Regulation S-X and all other accounting rules and regulations Regulation S-K under the Securities Act of 1933, as amended, as well as drafts of customary comfort letters by auditors of the SEC promulgated thereunder applicable Borrower, which such auditors are prepared to pro forma financial statements included issue upon completion of customary procedures, and the Borrower shall have used commercially reasonable efforts to deliver a draft of a customary comfort letter by auditors of the Target, which such auditor is prepared to issue upon completion of customary procedures, and (ii) the Borrower shall have used commercially reasonable efforts to make available appropriate officers, representatives and advisors of the Borrower for the “road show” referred to in registration statements on Form S-3clause (i), in the case of each of the foregoing by a date sufficient to afford the Joint Lead Arrangers a period of at least 15 consecutive Business Days following the receipt of the Marketing Materials to place debt securities of the Borrower prior to the Closing Date; provided that such period will not include any date from and including July 4, 2014 through and including July 6, 2014, from and including August 15, 2014 through and including September 1, 2014, from and including November 27, 2014 through and including November 30, 2014 and December 24, 2014 through and including January 5, 2015. (ef) The the Administrative Agent shall have received customary legal opinions from the General Counsel of the Borrower and Xxxxxxxx & Xxxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Borrower and the Administrative Agent. (g) the Administrative Agent shall have received (in each case dated as of the Closing Date) (i) a an officer’s certificate signed by a Responsible Officer of from the Borrower certifying that there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery matters previously certified pursuant to Section 4.01(a)(iii3.01(a)(i) and (ii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (iiotherwise providing updates to such certifications) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions condition precedent contained in Section 4.02(b3.02(b) and Section 4.02(g) have has been satisfied, (iv) a Loan Notice for the Borrowings on satisfied as of the Closing Date, in accordance with Section 2.02 and (vii) a solvency certificate Solvency Certificate with respect to the Borrower from the treasurer or other chief financial officer of the Borrower substantially in the form of Exhibit G heretoBorrower. (fi) The Lead Arrangers, the Administrative Agent and the Lenders there shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement exist no Unmatured Event of Default (solely except with respect to expensesSection 6.01(d)) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no or Event of Default pursuant to Section 8.01(athe following provisions of this Agreement at the time of, and prior to giving effect to the making of the Loans on the Closing Date: Sections 6.01(a); Section 8.01(b, (c) (solely with respect to breaches of the negative covenants in Section 7.01 5.02 (Liens, but excluding any non-consensual liens arising by operation of law) and other than Section 7.03 (Fundamental Changes5.02(c)); Sections 8.01(f), (d) and (g) (in each case, solely with respect to the Borrowere); and (yii) each of the EOne Acquisition Agreement Target Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in except the case of any Target Representations and Specified Representations that are qualified by materiality, in all respectswhich shall be true and correct), in each casecase at the time of, and immediately after giving effect to, the making of the Loans on the Closing Date. (i) the Administrative Agent shall have received at least 3 Business Days prior to the Closing Date, to the extent reasonably requested by the Administrative Agent (or any Lender through the Administrative Agent) in writing at least 10 Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including PATRIOT Act. (j) the Borrower has paid or will pay substantially concurrently with the funding of the Loans, all fees and, to the extent invoiced at least three days prior to the Closing Date, expenses payable by the Borrower hereunder on the Closing Date (except including amounts then payable under the Fee Letters) to the extent that any such representations and warranties relate required to an earlier date be paid on or period, in which case such representations and warranties prior to the Closing Date. (k) the Administrative Agent shall have been true and correct received a Notice of Borrowing in all material respects on and as of such earlier date or periodaccordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 8.01) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding of the LoansBorrowing, shall will be) consummated in all material respects in accordance with pursuant to the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in without giving effect on August 22to any modifications, 2019) shall have been amended consents, amendments or modified waivers thereto agreed to by the Borrower, and no condition therein shall have been waived Borrower or consent granted or request made by the Borrower, Merger Sub that in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be case are materially adverse to the interests of the Lenders and or the Arrangers, unless the Arrangers shall not require the have provided their written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate thereto (other than increases it being understood that any change in the purchase price consideration of less than 10% in the form of common stock respect of the Borrower, which shall not Acquisition will be deemed not to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentArrangers), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22Except (i) as disclosed in any Specified Company SEC Document; provided, 2019that (x) any information contained in any part of any Specified Company SEC Document shall only be deemed to be an exception for the purposes hereof if the relevance of such item as an exception is reasonably apparent on its face and (y) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are predictive or forward looking in nature that are included in any part of any Specified Company SEC Document be deemed to be an exception to, or, as applicable, disclosure for purposes of, this paragraph or (ii) as set forth in the Company Disclosure Letter (as defined in the Acquisition Agreement as of October 5, 2014 and provided to Xxxxxxx Xxxxx Bank USA on such date), since June 30, 2014, there shall not have been any effect, change, condition, fact, development, occurrence or occurred any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To under the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, Securities Act but in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SECpursuant to Item 9.01(a) of Form 8-K and Rule 3-05 and Article 11, regardless as applicable, of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X X. It is understood and all other accounting rules agreed that the Borrower’s or the Acquired Business’s public filing with the Securities and regulations Exchange Commission of the SEC promulgated thereunder applicable to pro forma any required audited financial statements included in registration statements on Form S-310-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this clause (d). (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of at least 3 Business Days prior to the Closing Date all documentation and other information regarding the Borrower certifying there has been no change and the Target (if the Target Guarantee is required to the certificates, resolutions or other equivalent documents since the date of their delivery be entered into pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents5.01(i)), (ii) documents required by bank regulatory authorities under applicable “know-your-customer” and certifications evidencing that each Loan Party is validly existing anti-money laundering rules and in good standing in its jurisdiction of organizationregulations, (iii) a certificate of a Responsible Officer of including the Borrower certifying that Patriot Act to the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on extent reasonably requested at least 10 Business Days prior to the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (g) At the time of and upon giving effect to the Borrowing on the Closing Date Date, (i) the Acquisition Representations and the Specified Representations shall be true and correct, in all material respects (except to the extent already qualified by materiality or material adverse effect, in all respects) and (ii) there shall not exist any Default or Event of Default, in each case, pursuant to Sections 6.01(a), 6.01(c) (to the Fee Letter and this Agreement extent arising from a breach of Sections 5.01(a)(i), 5.01(h), 5.02(a) or 5.02(b)), 6.01(d) (solely with respect to any Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount in excess of $200,000,000 in the aggregate) or 6.01(e). (h) All costs, fees, expenses (including, without limitation, legal fees and expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of Date and the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising fees contemplated by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect the Fee Letters payable to the Borrower); and (y) each of Arrangers, the EOne Acquisition Agreement Representations Administrative Agent or the Lenders shall be true and correct and each of have been paid on or prior to the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects)Closing Date, in each case, on the Closing Date (except to the extent that any such representations and warranties relate required by the Fee Letters or this Agreement to an earlier date be paid on or period, in which case such representations and warranties prior to the Closing Date. (i) The Administrative Agent shall have been true and correct received (in all material respects on and each case dated as of the Closing Date) (i) an officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Sections 3.01(b), (c) and (d) (or otherwise providing updates to such earlier date or periodcertifications) and that the condition precedent contained in Section 3.02(b) has been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in the form of Exhibit D hereto. (j) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The obligations amendment and restatement of the Lenders Existing Credit Agreement and the obligation of each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals in the case of Notes) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change to the certificatesapplicable Borrower, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to dated the Closing Date pursuant to (or, in the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days case of certificates of governmental officials, a recent date prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) each in form and (g) (in each case, solely with respect substance reasonably satisfactory to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct Administrative Agent and each of the Specified Representations Lenders: (i) executed counterparts of this Agreement; (ii) Notes executed by each Borrower in favor of each Lender requesting a Note; (iii) customary opinions requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, signed by an Authorized Officer of the Company, certifying that (A) all representations and warranties of the Borrowers contained in this Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (or, in the case of any Specified Representations or if qualified by materialitymateriality or Material Adverse Effect, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and ) as of such earlier date date), (B) no Default or period).Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Company since December 31, 2021 that would reasonably be expected to have a Material Adverse Effect, and

Conditions Precedent to the Closing Date. The obligations Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders Lenders, the Lenders’ obligations to make and fund in full all the Loans on the Closing Date are shall be subject solely to the satisfaction following conditions precedent in this Section 5.02 having been satisfied (or waiver waived by the Initial Arrangers in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:): (a) The Effective Date shall have occurred. (b) The EOne Aetna Acquisition shall have been (consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans, shall be) consummated Loans in all material respects in accordance with the EOne Acquisition Agreement, and no provision terms of the EOne Acquisition Agreement Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as in effect on August 22, 2019a “change”) shall have been amended of any term thereof or modified by any condition to the Borrower’s obligation to consummate the Aetna Acquisition thereunder (other than any such amendment, and no condition therein shall have been waived modification, consent or consent granted or request made by the Borrower, in each case, in any respect waiver that is not materially adverse to any interest of the Lenders in their capacities Lenders) shall be made or granted, as such the case may be, without the Administrative Agent’s prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld withheld, delayed or delayed); provided, conditioned) (it being understood and agreed that (i) any increase change in the price not exceeding a 10% increase or decrease in the aggregate purchase price in consideration to be paid under the EOne Acquisition Merger Agreement shall not will be deemed to not be materially adverse to the interests of the Lenders and shall will not require the prior written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentInitial Arrangers), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22December 3, 20192017, there shall not have been or occurred any event, change, effect, development, or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019)Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (ai) audited consolidated balance sheets and related consolidated annual financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and Borrower for each of the last three full fiscal years ending more than 60 days prior to the Closing Date, (ii) unaudited consolidated financial statements for each subsequent fiscal quarterly period of the Borrower ending more than 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of the prior fiscal year and (iii) (A) audited consolidated balance sheets and related audited statements of income, comprehensive income, shareholders’ equity and cash flows of Aetna for each of the three fiscal years most recently ended at least 60 days prior to the Closing Date, Date and (bB) unaudited consolidated balance sheets and related consolidated unaudited statements of operationsincome, comprehensive earningsincome, cash flows, and shareholders’ equity and redeemable noncontrolling interests cash flows of the Borrower as of and Aetna for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date and (together with the corresponding period(siv) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received customary pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositionsTransactions, in each case, solely to case meeting the extent required by Article 11 requirements of Regulation S-X for Form S-3 registration statements and, in the case of clauses (“Regulation S-X”iii) and (iv), and only to the extent the Borrower will be required to file such pro forma financial statements with the SECpursuant to Item 9.01 of Form 8-K and Rule 3-05 and Article 11, regardless as applicable, of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X X. Each Initial Arranger hereby acknowledges that the Borrower’s or Aetna’s public filings with the Securities and all other accounting rules Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, Analysis and regulations Retrieval system of the SEC promulgated thereunder applicable to pro forma any required audited financial statements included in registration statements on Form S-310-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i), (ii) or (iii) as applicable, of this clause (d). The Administrative Agent hereby acknowledges receipt of the financial statements (a) in the foregoing clause (i) for the fiscal years ended December 31, 2014, 2015 and 2016, (b) in the foregoing clause (ii) for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, and (c) for the foregoing clause (iii) for the fiscal years ended December 31, 2014, 2015 and 2016 and the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017. (e) The Administrative Agent shall have received All fees and reasonable and documented out-of-pocket expenses (iincluding, without limitation, reasonable and documented out-of-pocket legal fees and expenses) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant extent invoiced at least three Domestic Business Days prior to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 Date and (v) a solvency certificate from the treasurer or other financial officer of fees contemplated by the Borrower substantially in Fee Letter payable to the form of Exhibit G hereto. (f) The Joint Lead Arrangers, the Administrative Agent and or the Lenders shall have received all fees and invoiced expenses been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letter or this Agreement to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement Date. (solely with respect to expensesf) to the extent invoiced at least two Business Days prior to the Closing Date[Reserved]. (g) [Reserved]. (xi) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement The Target Representations shall be true and correct in all material respects on the Closing Date (unless such representations relate to an earlier date, in which case such representations shall have been true and each correct in all material respects as of such earlier date), (ii) the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any unless such representations and warranties relate to an earlier date or perioddate, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or perioddate), and (iii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, constitute an Event of Default, in each case, solely pursuant to (x) Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (y) Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the case of each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (i) The Administrative Agent shall have received (in each case dated the Closing Date) (i) a customary officer’s certificate from the Borrower that there has been no change to the matters previously certified pursuant to Section 5.01(c) (or otherwise providing updates to such certifications) and that the conditions precedent contained in Section 5.02(b), Section 5.02(h)(ii) and Section 5.02(h)(iii) have been satisfied on the Closing Date, and (ii) a Solvency Certificate from the chief financial officer, treasurer or any other Authorized Officer of the Borrower in the form of Exhibit F hereto. (j) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.01 (which such Borrowing Request shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all Loans on the Closing Date).

Conditions Precedent to the Closing Date. The obligations of the Lenders Lenders’ obligation to make the Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than the Commitment Termination Date:having been satisfied (or waived in accordance with Section 8.01): (a) The Effective Date Administrative Agent shall have occurredreceived counterparts of this Agreement and the Fee Letter signed on behalf of each party hereto and thereto. (b) The EOne Acquisition Administrative Agent shall have been (or substantially concurrently with the funding received certified copies of the Loansresolutions of the Board of Directors of the Borrower approving, shall be) consummated in all material respects in accordance with and authorizing the EOne Acquisition execution, delivery and performance of, this Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in Notes and of itselfall documents evidencing other necessary corporate actions and governmental approvals, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agentif any, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of this Agreement and the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the LendersNotes. (c) Since August 22, 2019, there The Administrative Agent shall not have been received a certificate of the Secretary or occurred any Material Adverse Effect (as defined in an Assistant Secretary of the EOne Acquisition Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement as in effect on August 22, 2019)and the Notes. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (a) audited consolidated balance sheets a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of charter documents filed by the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or at least 3 Business Days prior to the Closing Date pursuant to all documentation and other information regarding the Fee Letter Borrower required by bank regulatory authorities under applicable “know-your-customer” and this Agreement (solely with respect to expenses) anti-money laundering rules and regulations, including the Patriot Act to the extent invoiced reasonably requested at least two 10 Business Days prior to the Closing Date. (gf) (x) There The Administrative Agent shall exist no Event have received a favorable opinion of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches Xxxx XxXxxxx, Senior Vice President, Corporate Secretary and Associate General Counsel of the negative covenants Borrower, in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) form and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and substance reasonably acceptable to the Administrative Agent. (g) (in each case, solely with respect to the Borrower); and (y) each The Administrative Agent shall have received a certificate of an authorized officer of the EOne Acquisition Agreement Representations shall be true Borrower certifying that (A) the representations and correct and each of the Specified Representations shall be warranties contained in Section 4.01 are true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date are qualified with “materiality” or period“Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been are true and correct in all material respects respects) on and as of the Closing Date, as though made on and as of the Closing Date, and (B) on and as of the Closing Date and before and after giving effect to the borrowing of Loans and to the application of the proceeds therefrom, no event has occurred and is continuing, or would result from such earlier date borrowing or periodfrom the application of the proceeds therefrom, which constitutes a Default or an Event of Default. (h) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to the Closing Date. The obligations of the Lenders Issuing Banks to make Loans issue Letters of Credit shall not become effective until the date (the “Closing Date”) on which each of the Closing Date are subject to the satisfaction following conditions is satisfied (or waiver waived in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:10.5): (a) The Effective Date On the Closing Date, the Credit Parties, the Administrative Agent and each Lender shall have occurred.signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment Office; (b) The EOne Acquisition shall have been (or substantially concurrently with On the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge FacilityClosing Date, the Administrative Agent shall have received (ai) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOnean opinion, in each caseform and substance reasonably satisfactory to the Administrative Agent, as of addressed to the Administrative Agent and for each of the last three full fiscal years ended at least 60 days prior to Lenders and dated the Closing Date, from Kxxxxx Xxxx & Wxxxxx LLP, special New York counsel to the Credit Parties, which opinion shall cover the matters contained in Exhibit E-1, and (bii) unaudited consolidated balance sheets an opinion, in form and related consolidated statements of operationssubstance reasonably satisfactory to the Administrative Agent, comprehensive earnings, cash flows, addressed to the Administrative Agent and shareholders’ equity and redeemable noncontrolling interests each of the Borrower as of Lenders and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior dated the Closing Date, from Axxxxxx, special Bermuda counsel to the Closing Date Credit Parties, which opinion shall cover the matters contained in Exhibit E-2; (together with the corresponding period(sc) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to On the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge FacilityDate, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recenta certificate, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change each Credit Party, in form and substance reasonably satisfactory to the certificatesAdministrative Agent, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (yi) each of the EOne Acquisition representations and warranties set forth in this Agreement Representations shall be and in the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, each as of the Specified Representations shall be Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respectsif not so qualified), in each casecase as of such date), on (ii) there is no pending or threatened litigation, bankruptcy or other proceeding in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect or which seeks to restrain, enjoin or prevent the closing of the credit facilities provided for herein, (iii) no Default or Event of Default exists as of the Closing Date and (except iv) there has not occurred or become known to the extent Administrative Agent since December 31, 2006, a change, occurrence or development that any such representations and warranties relate could reasonably be expected to have a Material Adverse Effect; (d) On the Closing Date, the Administrative Agent shall have received a certificate of the secretary or an earlier date or periodassistant secretary of each Credit Party, in which case such representations form and warranties shall have been substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and correct complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of such Credit Party, as then in all material respects on effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such earlier date or period).certificate, and

Conditions Precedent to the Closing Date. The obligations obligation of the Lenders each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date prior to the certificatesClosing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, resolutions or other equivalent documents since sufficient in number for distribution to the date Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of their delivery pursuant each Lender requesting a Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, special Tennessee counsel to Section 4.01(a)(iiithe Borrower, which opinion shall cover the matters contained in Exhibit F-1, and (B) Xxxxx X. Xxxx, Vice President, Corporate Secretary and Assistant General Counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-2; (or attaching thereto any updated iv) a certificate, resolutions signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or other equivalent documentswarranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (iiB) documents no Default or Event of Default has occurred and certifications evidencing is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2006 that each Loan Party could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is validly existing a true and in good standing in complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (iiiB) that attached thereto is a certificate true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a Responsible true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower certifying that containing the conditions precedent copies of the financial statements referred to in Section 4.02(b4.12 and confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby: (A) each of the Borrower and Section 4.02(gits Subsidiaries is solvent; and (B) the Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been satisfiedobtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (ivc) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12. (e) Since December 31, 2006, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a Loan Notice for Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (f) The Administrative Agent shall be satisfied that, as of the Borrowings last day of the fiscal quarter most recently ended prior to the Closing Date in which financial statements are available, the Borrower is in compliance with the financial covenants set forth in Article VI and shall have received a certificate of an Authorized Officer of the Borrower as to the foregoing, together with a completed Covenant Compliance Worksheet and other supporting documentation. (g) The Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in accordance with Section 2.02 the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and (viii) a solvency certificate from the treasurer or all other financial officer fees and reasonable expenses of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent Agent, the Issuing Lender and the Lenders shall have received all fees and invoiced expenses required hereunder or under any other Credit Document to be paid on or prior to the Closing Date pursuant (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (h) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder. (i) Each of the Fee Letter Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement (solely with respect shall be deemed to expenses) have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the extent invoiced at least two Business Days Administrative Agent shall have received notice from such Lender prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the proposed Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period)specifying its objection thereto.

Conditions Precedent to the Closing Date. The obligations occurrence of the Lenders Closing Date and the effectiveness of this Agreement are subject to make Loans the prior satisfaction of each of the following conditions (unless waived in writing by Lender in its sole and absolute discretion): (a) Each representation and warranty set forth in Section 4.1 is true and correct in all respects on the Closing Date are subject (unless such representation or warranty relates solely to the satisfaction (or waiver an earlier date, in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date: (a) The Effective Date which case it shall have occurredbeen true and correct in all respects as of such earlier date). (b) The EOne Acquisition No Default or Event of Default shall have occurred and be continuing. (c) Delivery to Lender of a copy of one or more resolutions or other authorizations of each Borrower, certified by a Responsible Officer of such Borrower as being in full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement and the other Operative Documents (to the extent such documents are to be executed as of the Closing Date) and any instruments or agreements required hereunder or thereunder to which Borrowers are a party. (d) Delivery to Lender of a certificate, in the form of Exhibit D-2, or otherwise in form and substance satisfactory to Lender from each Borrower, signed by an authorized Responsible Officer of such Borrower and dated as of the Closing Date, as to, among other items, the incumbency of the natural persons authorized to execute and deliver this Agreement and the other Financing Documents and any instruments or agreements required hereunder or thereunder to which such Borrower is a party. (e) Delivery to Lender of a copy of the certificate of formation of each Borrower, certified by the Secretary of State of the State of Delaware, a copy of the operating agreement of such Borrower and good standing certificate issued by the Secretary of State of Delaware, certifying that the Borrower is in good standing. (f) No material action, suit, proceeding or investigation shall have been instituted or threatened against either Borrower. (g) All limited liability company proceedings and documentation of each Borrower relating to the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of limited liability company proceedings and copies of any approval by any Governmental Authority required in connection with any transaction herein contemplated, such documents where appropriate to be certified by proper limited liability company officers or Governmental Authorities. (h) Delivery to Lender of executed originals of each Financing Document contemplated or required to be effective as of the Closing Date, which shall be satisfactory in form and substance to Lender, and shall have been duly authorized, executed and delivered by the parties thereto (to the extent such documents are required to be executed as of the Closing Date), including, without limitation, amended and restated Mortgages on all Sites upon which Existing Projects are located. All Liens contemplated by the Collateral Documents to be created and perfected in favor of Lender as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. Closing Date. (i) Lender shall have received Borrowers’ Closing Certificate, dated as of the (j) Subject to the provisions of Section 5.21 hereof, delivery to Lender of a legal opinion (each of which shall be dated as of the Closing Date) of: (i) Xxxxx & Xxxxxx L.L.P., counsel to Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request; and (ii) Local counsel for Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request in each jurisdiction in which an Existing Project is located. (k) Lender shall have received a UCC search report of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements are intended to be filed in respect of the Collateral being secured as of the Closing Date, showing that upon due filing (assuming such filing occurred on the date of such respective reports), the security interests created under the relevant Collateral Documents will have a first-priority interest over all other financing statements in respect of such Collateral, subject to Permitted Liens that, pursuant to the applicable Legal Requirements, are entitled to a higher priority than the Lien of Lender. (l) All amounts (including, but not limited to, the fees pursuant to Section 2.10) required to be paid to or deposited with Lender hereunder and its counsel and consultants, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full (or substantially concurrently in connection with such taxes, fees (other than fees payable to Lender) and costs, Borrowers shall have made other arrangements acceptable to Lender in its sole discretion). (m) Lender shall have received: (i) Borrowers’ unaudited balance sheet at January 31, 2013, and the funding related statements of income and cash flows of Borrowers for the four fiscal quarters then ended; (ii) Borrowers’ most recent pro forma financial information in form and substance acceptable to Lender and (iii) such other information regarding Borrowers’ corporate structure, capital structure, other indebtedness and material accounts as Lender may request, in each case in form and substance satisfactory to Lender. (n) Lender shall have received appraisals of the LoansExisting Projects, in each case in form and substance satisfactory and certified to Lender and prepared by an appraiser or appraisers acceptable to Lender, demonstrating a fair market value for the real estate and other tangible assets constituting the Existing Projects in an aggregate amount of not less than One Hundred Sixteen Million Six Hundred Sixty Six Thousand Six Hundred Sixty Seven Dollars ($116,666,667). (o) Lender shall behave received all such documentation and information requested by Lender that is necessary (including the name and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrowers or owners thereof) consummated in all material respects for Lender to identify Borrowers in accordance with the EOne Acquisition Agreementrequirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (p) No Material Adverse Change with respect to Borrowers has occurred. (q) Concurrently with the making of the Term Loan, and (i) Lodging Properties shall have purchased pursuant to the Unit Purchase Agreement (no material provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) which shall have been amended or otherwise modified by the Borrower, and no condition therein shall have been or waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent of Lender) and shall not be unreasonably withheld or delayed); providedhave become the owner, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests free and clear of all Liens other than Permitted Liens, of all of the Lenders issued and shall not require the consent outstanding membership units of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent)Lodging Enterprises, (ii) no decrease below each of Borrower and the purchase price in Sellers shall have fully performed all of the EOne Acquisition Agreement shall, in and of itself, be deemed obligations to be materially adverse to performed by it under the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount Acquisition Documents (as reasonably determined by the Administrative Agent) of the Commitmentsso amended, allocated pro rata between each Class and (iii) any such amendment, modification modified or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1waived)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer the Lodging Enterprises Transaction, including all of the Borrower certifying that the terms and conditions precedent in Section 4.02(b) and Section 4.02(g) thereof, shall have been satisfiedduly authorized by the Board of Directors and (if required by applicable law) the shareholders, members or partners of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all material respects, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 representations and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially warranties set forth in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations Documents shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects as if made on and as of the Closing Date, (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents (as so amended, modified or waived by Lodging Properties as permitted in subsection (q)(i)) to consummate the Lodging Enterprises Transaction as set forth in the Acquisition Documents shall have been satisfied or waived with the consent of Lender, and the Lodging Enterprises Transaction shall have been consummated in accordance with all applicable law and the Acquisition Documents, (vi) Lender shall have received evidence reasonably satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third- party approvals and as to material compliance with all laws applicable to any of such earlier date parties, (vii) the Lodging Enterprises Transaction shall be consummated substantially in accordance with the Acquisition Documents and (viii) indefeasible repayment in full of the Subordinated Debt. (r) Concurrently with the making of the Term Loan, the Existing Projects shall be transferred from Lodging Enterprises to Lodging Properties and Lodging Properties shall lease the Existing Projects to Lodging Enterprises, all pursuant to instruments of transfer and leases in form and substance reasonably satisfactory to Lender; provided, however, the Existing Project located at 000 Xxxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxx will not be transferred to Lodging Properties, and will remain owned by Lodging Enterprises. (s) Borrowers shall have received an equity contribution in an amount of no less than Sixty Five Million Dollars ($65,000,000) in connection with the Lodging Enterprises Transaction. (t) Lender shall have received a certified copy of an employment contract by and between TR Lodging Enterprises Inc. and [Redacted – name of individual]. (u) Lender shall have entered into participation agreements or period)similar undertakings satisfactory to Lender with other financial institutions selected by Lender pursuant to which such institutions shall commit to purchase participations in the Loans in an aggregate principal amount of not less than Fifty Five Million Dollars ($55,000,000) on the Closing Date. (v) Certificates of each Borrower’s insurance evidencing the insurance required by Section 5.14 in form and substance acceptable to Lender. (w) A lender’s policy of title insurance insuring Lenders Lien on each Existing Project issued by a national title company reasonably acceptable to Lender (the “Title Company”) in an amount not less than the Project Appraised Value of such Existing Project (or such other amount approved by Lender in its sole discretion) in form and substance acceptable to, and containing such endorsements as may be required by, Lender in its sole discretion, provided, that, such title policies may be limited by a “tie-in” or “aggregation” endorsement in the amount of $70,000,000. (x) Intentionally omitted. (y) Such other documents as Lender shall reasonably request, in form and substance satisfactory to Lender, if Lender has a reasonable concern that any condition precedent in this Section 3.1 has not been satisfied, including a breach of any covenant or representation and warranty in this Agreement.

Conditions Precedent to the Closing Date. The obligations of Initial Lenders and the Lenders to make Loans on the Closing Date are subject Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the Initial Lenders in accordance with Section 10.01writing of) of the following the conditions precedent not later than precedent, in form and substance satisfactory to Agent and Initial Lenders (the Commitment Termination “Closing Date:”): (a) The Effective Date shall have occurred.Loan Documents (including, but not limited to, this Agreement and the Agent Fee Letter) duly executed by Bxxxxxxx and the Guarantors required to sign such Loan Document; (b) The EOne Acquisition shall have been Current Financial Statements of Parent; (or substantially concurrently with the funding c) Evidence of the Loansinsurance coverage required by Section 6.8 of this Agreement; (d) To the extent requested by any Initial Lender, shall be) consummated a Note in all material respects in accordance with the EOne Acquisition Agreement, and no provision principal amount of the EOne Acquisition Agreement Initial Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Sxxxxxx & Sxxxxxx & Lxxxx LLP, in its capacity as in effect on August 22, 2019special counsel to the Loan Parties and (y) shall have been amended or modified local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower, Borrower and no condition therein shall have been waived or consent granted or request made by the Borrower, Initial Lenders in each case, in any respect that is materially adverse dated as of the Closing Date and addressed to the Lenders in their capacities as such without Agent and the Administrative Agent’s prior written consent Initial Lenders; (which consent f) Delivery of an executed Notice of Borrowing, direction letter and Funds Flow Memorandum; (g) The Closing Date shall not be unreasonably withheld or delayed); providedoccur before April 1, that 2022; (h) A duly executed officer’s certificate of each Loan Party containing the following documents: (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse Organization Documents of each Loan Party (which, to the interests extent filed with a Governmental Authority, shall be certified as of the Lenders and shall not require the consent of the Administrative Agent if a recent date by such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentGovernmental Authority), (ii) no decrease below resolutions authorizing the purchase price Loan Documents and, in the EOne Acquisition case of Parent, the Initial Warrants, the Warrant Agreement shall, in and of itself, be deemed to be materially adverse to the interests Registration Rights Agreement (including authorization of the Lenders reservation and shall not require the consent issuance of Parent’s common stock upon exercise of the Administrative AgentInitial Warrants), but(iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures; (i) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties and, in cash the case of Parent, the Initial Warrants, the Warrant Agreement and the Registration Rights Agreement (including consent to the issuance of Parent’s common stock upon exercise of the Initial Warrants); (j) [reserved]; (k) The execution and delivery by the Intermediation Facility Agent and the Loan Parties of an Intercreditor Agreement; (l) The execution and delivery by Parent of the Warrant Agreement and the Registration Rights Agreement and the issuance by Parent of the Initial Warrants to the Initial Lenders or their Affiliates or Approved Funds; (m) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the applicable mandatory prepayment and commitment reduction provisions transactions contemplated by this Agreement, including the issuance by Parent of the Bridge FacilityInitial Warrants) certifying that the Loan Parties, individually and collectively, are not Insolvent; (n) The Mobile Refinery Acquisition shall reduce have been consummated substantially simultaneously with the dollar equivalent amount initial borrowings under this Agreement in accordance with the Mobile Refinery Acquisition Agreement; (as reasonably determined by o) Since the Administrative Agent) date of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Mobile Refinery Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any a Material Adverse Effect (as defined in the EOne Mobile Refinery Acquisition Agreement as in effect on August 22, 2019Agreement).; (dp) To the extent also provided Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to BofA SecuritiesUniform Commercial Code financing statements, Inc., in its capacity as the lead arranger Initial Lenders shall reasonably request to evidence the perfection and priority of the Bridge Facilitysecurity interests granted to Agent pursuant to Section 4; (q) Subject to Section 6.19, the Administrative Agent shall have received (a) audited consolidated balance sheets received, subject to any Intercreditor Agreement, all documents, agreements and related consolidated instruments required to create and perfect the Agent’s security interest in the Collateral. The Loan Parties shall have filed or shall have provided all UCC-1 financing statements of operations, comprehensive earnings, cash flows and shareholders’ the Intellectual Property Security Agreement in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and redeemable noncontrolling interests of documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Borrower, Closing Date; (r) Borrower shall have paid all Lender Expenses and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each caseall fees due pursuant to the Agent Fee Letter or the Commitment Letter, as of applicable; (s) The Borrower and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other Guarantors shall have provided no less than any fourth fiscal quarter) ended at least 40 3 business days prior to the Closing Date (together with the corresponding period(s) of documentation and other information to the prior fiscal year), and Lenders that are reasonably requested by the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 Lenders no later than 10 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation Sunder applicable “know your customer” and anti-X and all other accounting money laundering rules and regulations regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (t) Such other documents, and completion of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Qother matters, as the case Agent or Initial Lenders may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable reasonably deem necessary or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3.appropriate; (eu) The Administrative Agent shall have received Confirmation that (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents representations and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent warranties contained in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations 5 shall be true and correct on and each as of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any for such representations and warranties relate to an earlier date or periodmade as of a specific date, in which case such representations and warranties shall have been be true and correct in all material respects on and as of such earlier specific date), after giving effect in all cases to any standard(s) of materiality contained in Article 5 as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the funding of the Initial Term Loan. The making of the Initial Term Loan shall be deemed to be a representation and warranty by Borrower on the date of the Term Loan as to the accuracy of the facts referred to in this Section 3.1; and (v) Concurrently with the consummation of the Mobile Refinery Acquisition, the Loan Parties (and/or any Intermediation Facility Agent) shall execute and deliver or period)confirm effectiveness of the material supply and offtake agreements with Macquarie Energy North America Trading Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP, Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp. on substantially similar terms as the agreements provided to counsel to the Lenders on February 16, 2022, subject to (x) any amendments, modifications or adjustments to the terms thereof (other than economic terms) required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not materially adverse to the Lenders and (y) any amendments, modifications or adjustments to the economic terms thereof required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements to the extent not adverse to the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to the Closing Date. The Lenders’ obligations of the Lenders to make Loans on the Closing Date are shall be subject to the satisfaction (or waiver in accordance with Section 10.01) all of the following conditions precedent not later than having been satisfied (or waived in accordance with Section 9.02) on or prior to the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or or, substantially concurrently contemporaneously with the funding of the LoansBorrowing, shall will be) consummated in all material respects in accordance with pursuant to the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in without giving effect on August 22to any modifications, 2019) shall have been amended consents, amendments or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, waivers thereto that in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be case are materially adverse to the interests of the Lenders and or the Arrangers, unless the Arrangers shall not require the have provided their written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate thereto (other than increases it being understood that any change in the purchase price consideration of less than 5% in the form of common stock respect of the Borrower, which shall not Acquisition will be deemed not to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative AgentArrangers), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22Except (i) as disclosed in the Company SEC Reports filed on or after June 30, 20192015 and prior to the date of the Acquisition Agreement (including exhibits and other information incorporated by reference therein, there shall not have been but excluding any amendment thereto made after the date of the Acquisition Agreement or occurred any Material Adverse Effect forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature); or (ii) as set forth in the Company Disclosure Letter (as defined in the EOne Acquisition Agreement as of October 20, 2015 and provided to the Arrangers on such date), since June 30, 2015, there has not been any event, condition, circumstance, development, change or effect having, or that would reasonably be expected to have, individually or in effect on August 22the aggregate, 2019)a Target Material Adverse Effect. (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the The Administrative Agent shall have received (aexcept to the extent not required by the Administrative Agent) (i) audited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and Borrower for each of the last its three full most recent fiscal years ended at least 60 days prior to the Closing Date, and ; (bii) unaudited consolidated balance sheets and related consolidated financial statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter any quarterly interim period or periods (other than any the fourth fiscal quarter) ended at least after the date of its most recent audited financial statements (and corresponding periods of any prior year) and more than 40 days prior to the Closing Date and (together with the corresponding period(siii) of the prior fiscal year), audited and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the BorrowerAcquired Business (and any other recent, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K probable or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pending acquisitions) and customary pro forma financial statements of the Borrower giving effect to the Transactions (and any such other recent, probable or pending acquisitions or dispositionsacquisitions), in each case, solely to the extent case as required by Rule 3-05 and Article 11 of Regulation S-X (“Regulation S-X”)under the Securities Act, and only to the extent regardless of when the Borrower will be is required to file such pro forma financial statements with statements, and in each of (i) through (iii) meeting the SEC, regardless requirements of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of under the Securities Act. The Administrative Agent hereby acknowledges that the Borrower’s public filing with the SEC promulgated thereunder applicable to pro forma under the Securities Exchange Act of 1934, as amended, of any required financial statements included in registration statements on Form S-3will satisfy the requirements of this paragraph. (e) The Administrative Agent shall have received All costs, fees, expenses (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificatesincluding, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificatewithout limitation, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all legal fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date and the fees contemplated by the Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letters or this Agreement to be paid on or prior to the Closing Date. (f) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information regarding the Borrower and the Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least 10 Business Days prior to the Closing Date. (g) (x) There The Administrative Agent shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect have received customary legal opinions from Xxxxx Day or other counsel reasonably acceptable to the Administrative Agent, in customary form and substance reasonably satisfactory to the Administrative Agent and the Borrower); . (h) At the time of and upon giving effect to the borrowing and application of Loans on the Closing Date, (yi) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materialitycorrect, in all respects)(except to the extent already qualified by materiality or material adverse effect) material respects and (ii) there shall not exist any Default or Event of Default, in each case, on pursuant to Sections 7.01(a), 7.01(b), 7.01(d) (solely with respect to Sections 5.03 (with respect to the Borrower’s existence) and 5.08 and Article VI (other than Section 6.05)), 7.01(f), 7.01(g), 7.01(h), 7.01(i), 7.01(m) and 7.01(o). (i) The Administrative Agent shall have received (in each case dated as of the Closing Date Date) (except i) an officer’s certificate from the Borrower that there has been no change to the extent matters previously certified pursuant to Sections 4.01(b), (c) and (d) (or otherwise providing updates to such certifications) and that any such representations the conditions precedent contained in Sections 4.02(b) and warranties relate to an earlier date or period(h) have been satisfied as of the Closing Date, and (ii) a Solvency Certificate from the chief financial officer of the Borrower substantially in which case such representations and warranties the form of Exhibit B hereto. (j) The Administrative Agent shall have been true and correct received a Borrowing Request in all material respects on and as of such earlier date or period)accordance with Section 2.03.

Conditions Precedent to the Closing Date. The obligations commitments of the Lenders to make Loans on the Closing Date are subject to the satisfaction (or waiver Advances under and in accordance with Section 10.01) of this Agreement shall not become effective until the following conditions precedent not later than the Commitment Termination Dateshall have been fulfilled: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each dated the date of delivery thereof (unless otherwise specified below), in form and substance satisfactory to each Lender and (except for the Notes) in sufficient copies for each Lender: (i) a Counterparts of this Agreement, duly executed by each party hereto. (ii) The Notes to the order of the respective Lenders, duly executed by the Borrower. (iii) True and complete photocopies of the Significant Contracts in effect on the Closing Date and all amendments, modifications and supplements thereto, in each case duly executed by the respective parties thereto. (iv) A certificate signed by a Responsible Officer of an Assistant Secretary of the Borrower certifying there has been no change (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder and thereunder and (B) that attached thereto are true and correct copies of the Articles of Incorporation of the Borrower, and all amendments thereto, and the By-laws of the Borrower, in each case as in effect on such date and (C) that attached thereto are true and correct copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes and the other documents to be delivered by the Borrower hereunder and thereunder, and of all documents evidencing other necessary corporate action, if any, with respect to the certificatesexecution, resolutions or other equivalent documents since delivery and performance by the date Borrower of their delivery pursuant to Section 4.01(a)(iiithis Agreement and the Notes. (v) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a A certificate of a Responsible Officer duly authorized officer of the Borrower certifying that that, except as set forth in the conditions precedent in Section 4.02(bDisclosure Documents, there is no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) and Section 4.02(gaffecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (A) have been satisfiedpurport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ivB) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and whole. (vvi) A certificate of a solvency certificate from the treasurer or other financial duly authorized officer of the Borrower substantially stating that (i) the representations and warranties contained in Section 6.01 are correct, in all material respects, on and as of the Closing Date before and after giving effect to the initial Advances and the application of the proceeds thereof, as though made on and as of such date and (ii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Default, or would result from such initial Advances or the application of the proceeds thereof. (vii) A certificate signed by the Treasurer or Assistant Treasurer of the Borrower, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of the Borrower since June 30, 2000, except as disclosed in the Disclosure Documents. (viii) Copies, certified by the Borrower, of all Governmental Approvals listed in Schedule II hereof. (ix) Favorable opinions of: (A) C.E. Shively, Esq., Senior Counsel of NUSCO, in substantiallx xxx xxxx xf Exhibit 5.01A hereto; (B) Jeffrey C. Miller, Esq., Assistant General Counsel of NUSCO, xx xxxxxxxxxxxxx the form of Exhibit G 5.01B hereto; and (C) Robert A. Bersak, Assistant General Counsel of PSNH, in subsxxxxxxxxx xxx xxrm of Exhibit 5.01C hereto; (x) A certificate of PSNH, signed by a duly authorized officer of PSNH, certifying as to the absence of any material adverse change in the financial condition, operations, properties or prospects of PSNH since June 30, 2000, except as disclosed in the disclosure documents referred to in such certificate. (xi) Such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or enforceability of this Agreement and the Notes. (b) There shall exist no injunction or temporary restraining order which, in the judgment of the Administrative Agent or the Arranger would prohibit the making of the Advances or the repayment of the Existing Debt; except as set forth in the Disclosure Documents, there shall be no pending or known threatened action or proceeding (including, without limitation, any action or proceeding relating to any environmental protection laws or regulations) affecting the Borrower or its properties before any court, governmental agency or arbitrator, which may: (i) purport to affect the legality, validity or enforceability of the Existing Debt, any Loan Document or any Significant Contract or (ii) materially adversely affect the financial condition, properties, prospects or operations of the Borrower as a whole. (c) All other legal and regulatory matters relating to this Agreement, the Notes, the Advances and the repayment of the Existing Debt shall be satisfactory to the Arranger and the Lenders. (d) No Unmatured Default or Event of Default shall have occurred and be continuing. (e) The Borrower shall have paid all fees under or referenced in Section 2.02 hereof, to the extent then due and payable. (f) The Lead Arrangers, the Administrative Agent and the Lenders Closing Date shall have received all fees and invoiced expenses required to be paid occurred on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing DateNovember 9, 2000. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or period).

Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans on the Closing Date are Conditions precedent subject to agreement between the satisfaction (or waiver Consenting Noteholders and the Pulitzer Entities but will include the implementation of a written tax sharing agreement between the Pulitzer Entities and Xxx that is acceptable to the Consenting Noteholders. Conditions Precedent to the Effective Date: To be set forth in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Pulitzer Support Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) but shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that include (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse execution and effectiveness of an amendment to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Credit Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22Xxx Support Agreement), 2019). (d) To with the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger consent of the Bridge Facility“Required Lenders” thereunder and in form and substance reasonably acceptable to the Company, that modifies the Administrative Agent shall have anti-cash hoarding provisions, authorizes Pulitzer to make the Reserve Account Payment and the Operating Account Payment, authorizes Xxx to send cash to Pulitzer for purposes of making the Xxx Closing Date Payment, and provides for the return of the cash Lee received from Pulitzer pursuant to the November 9, 2011 cash sweep; (ii) the execution and effectiveness of an amendment to the Xxx Support Agreement so that the transaction contemplated in this Term Sheet is expressly permitted thereunder; (iii) execution of the Pulitzer Support Agreement by the Pulitzer Entities and the Noteholders holding (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests not less than 66.67% of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each aggregate principal amount of the last three full fiscal years ended at least 60 days prior to the Closing Date, PD LLC Notes and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests more than 50% in number of the Borrower claims (as of and for each subsequent fiscal quarter (other than any fourth fiscal quarterdefined in 11 U.S.C. § 101(5)) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) in respect of the prior fiscal year), PD LLC Notes; and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on requirement that all definitive documentation referenced in this Term Sheet (including the Closing DateNew PD LLC Notes, the New Pulitzer Guaranty, the New Note Agreement, and such other documentation as agreed by Pulitzer Entities and the Consenting Noteholders) shall be fully negotiated and materially consistent with the terms of this Term Sheet, and shall otherwise be in accordance with Section 2.02 form and substance satisfactory to the Pulitzer Entities and the Required Consenting Noteholders (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially as such term is defined in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or periodPulitzer Support Agreement).

Conditions Precedent to the Closing Date. The obligations occurrence of the Lenders Closing Date and the effectiveness of this Agreement are subject to make Loans the prior satisfaction of each of the following conditions (unless waived in writing by Lender in its sole and absolute discretion): (a) Each representation and warranty set forth in Section 4.1 is true and correct in all respects on the Closing Date are subject (unless such representation or warranty relates solely to the satisfaction (or waiver an earlier date, in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date: (a) The Effective Date which case it shall have occurredbeen true and correct in all respects as of such earlier date). (b) The EOne Acquisition No Default or Event of Default shall have occurred and be continuing. (c) Delivery to Lender of a copy of one or more resolutions or other authorizations of each Borrower, certified by a Responsible Officer of such Borrower as being in full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement and the other Operative Documents (to the extent such documents are to be executed as of the Closing Date) and any instruments or agreements required hereunder or thereunder to which Borrowers are a party. (d) Delivery to Lender of a certificate, in the form of Exhibit D-2, or otherwise in form and substance satisfactory to Lender from each Borrower, signed by an authorized Responsible Officer of such Borrower and dated as of the Closing Date, as to, among other items, the incumbency of the natural persons authorized to execute and deliver this Agreement and the other Financing 4297870.2 Documents and any instruments or agreements required hereunder or thereunder to which such Borrower is a party. (e) Delivery to Lender of a copy of the certificate of formation of each Borrower, certified by the Secretary of State of the State of Delaware, a copy of the operating agreement of such Borrower and good standing certificate issued by the Secretary of State of Delaware, certifying that the Borrower is in good standing. (f) No material action, suit, proceeding or investigation shall have been instituted or threatened against either Borrower. (g) All limited liability company proceedings and documentation of each Borrower relating to the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of limited liability company proceedings and copies of any approval by any Governmental Authority required in connection with any transaction herein contemplated, such documents where appropriate to be certified by proper limited liability company officers or Governmental Authorities. (h) Delivery to Lender of executed originals of each Financing Document contemplated or required to be effective as of the Closing Date, which shall be satisfactory in form and substance to Lender, and shall have been duly authorized, executed and delivered by the parties thereto (to the extent such documents are required to be executed as of the Closing Date), including, without limitation, amended and restated Mortgages on all Sites upon which Existing Projects are located. All Liens contemplated by the Collateral Documents to be created and perfected in favor of Lender as of the Closing Date shall have been perfected, recorded and filed in the appropriate jurisdictions. Closing Date. (i) Lender shall have received Borrowers’ Closing Certificate, dated as of the (j) Subject to the provisions of Section 5.21 hereof, delivery to Lender of a legal opinion (each of which shall be dated as of the Closing Date) of: (i) Xxxxx & Xxxxxx L.L.P., counsel to Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request; and (ii) Local counsel for Borrowers, in a form acceptable to Lender, and addressing such matters as Lender may request in each jurisdiction in which an Existing Project is located. (k) Lender shall have received a UCC search report of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements are intended to be filed in respect of the Collateral being secured as of the Closing Date, showing that upon due filing (assuming such filing occurred on the date of such respective reports), the security interests created under the relevant Collateral Documents will have a first-priority interest over all other financing 4297870.2 statements in respect of such Collateral, subject to Permitted Liens that, pursuant to the applicable Legal Requirements, are entitled to a higher priority than the Lien of Lender. (l) All amounts (including, but not limited to, the fees pursuant to Section 2.10) required to be paid to or deposited with Lender hereunder and its counsel and consultants, and all taxes, fees and other costs payable in connection with the execution, delivery and filing of the documents and instruments required to be filed as a condition precedent pursuant to this Section 3.1, shall have been paid in full (or substantially concurrently in connection with such taxes, fees (other than fees payable to Lender) and costs, Borrowers shall have made other arrangements acceptable to Lender in its sole discretion). (m) Lender shall have received: (i) Borrowers’ unaudited balance sheet at January 31, 2013, and the funding related statements of income and cash flows of Borrowers for the four fiscal quarters then ended; (ii) Borrowers’ most recent pro forma financial information in form and substance acceptable to Lender and (iii) such other information regarding Borrowers’ corporate structure, capital structure, other indebtedness and material accounts as Lender may request, in each case in form and substance satisfactory to Lender. (n) Lender shall have received appraisals of the LoansExisting Projects, in each case in form and substance satisfactory and certified to Lender and prepared by an appraiser or appraisers acceptable to Lender, demonstrating a fair market value for the real estate and other tangible assets constituting the Existing Projects in an aggregate amount of not less than One Hundred Sixteen Million Six Hundred Sixty Six Thousand Six Hundred Sixty Seven Dollars ($116,666,667). (o) Lender shall behave received all such documentation and information requested by Lender that is necessary (including the name and addresses of Borrower, taxpayer identification forms, name of officers/board members, documents and copies of government-issued identification of Borrowers or owners thereof) consummated in all material respects for Lender to identify Borrowers in accordance with the EOne Acquisition Agreementrequirements of the Patriot Act (including the “know your customer” and similar regulations thereunder). (p) No Material Adverse Change with respect to Borrowers has occurred. (q) Concurrently with the making of the Term Loan, and (i) Lodging Properties shall have purchased pursuant to the Unit Purchase Agreement (no material provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) which shall have been amended or otherwise modified by the Borrower, and no condition therein shall have been or waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent of Lender) and shall not be unreasonably withheld or delayed); providedhave become the owner, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests free and clear of all Liens other than Permitted Liens, of all of the Lenders issued and shall not require the consent outstanding membership units of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent)Lodging Enterprises, (ii) no decrease below each of Borrower and the purchase price in Sellers shall have fully performed all of the EOne Acquisition Agreement shall, in and of itself, be deemed obligations to be materially adverse to performed by it under the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount Acquisition Documents (as reasonably determined by the Administrative Agent) of the Commitmentsso amended, allocated pro rata between each Class and (iii) any such amendment, modification modified or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1waived)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer the Lodging Enterprises Transaction, including all of the Borrower certifying that the terms and conditions precedent in Section 4.02(b) and Section 4.02(g) thereof, shall have been satisfiedduly authorized by the Board of Directors and (if required by applicable law) the shareholders, members or partners of the parties to the Acquisition Documents and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect in all material respects, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 representations and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially warranties set forth in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations Documents shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such representations and warranties relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects as if made on and as of the Closing Date, (v) each of the conditions precedent to the obligations of each of the parties to the Acquisition Documents (as so amended, modified or waived by Lodging Properties as permitted in subsection (q)(i)) to consummate the Lodging Enterprises Transaction as set forth in the Acquisition 4297870.2 Documents shall have been satisfied or waived with the consent of Lender, and the Lodging Enterprises Transaction shall have been consummated in accordance with all applicable law and the Acquisition Documents, (vi) Lender shall have received evidence reasonably satisfactory to it as to the foregoing, as to the receipt by all parties to the Acquisition Documents of all necessary regulatory, creditor, lessor, and other third-party approvals and as to material compliance with all laws applicable to any of such earlier date parties, (vii) the Lodging Enterprises Transaction shall be consummated substantially in accordance with the Acquisition Documents and (viii) indefeasible repayment in full of the Subordinated Debt. (r) Concurrently with the making of the Term Loan, the Existing Projects shall be transferred from Lodging Enterprises to Lodging Properties and Lodging Properties shall lease the Existing Projects to Lodging Enterprises, all pursuant to instruments of transfer and leases in form and substance reasonably satisfactory to Lender; provided, however, the Existing Project located at 000 Xxxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxx will not be transferred to Lodging Properties, and will remain owned by Lodging Enterprises. (s) Borrowers shall have received an equity contribution in an amount of no less than Sixty Five Million Dollars ($65,000,000) in connection with the Lodging Enterprises Transaction. (t) Lender shall have received a certified copy of an employment contract by and between TR Lodging Enterprises Inc. and [Redacted – name of individual.]. (u) Lender shall have entered into participation agreements or period)similar undertakings satisfactory to Lender with other financial institutions selected by Lender pursuant to which such institutions shall commit to purchase participations in the Loans in an aggregate principal amount of not less than Fifty Five Million Dollars ($55,000,000) on the Closing Date. (v) Certificates of each Borrower’s insurance evidencing the insurance required by Section 5.14 in form and substance acceptable to Lender. (w) A lender’s policy of title insurance insuring Lenders Lien on each Existing Project issued by a national title company reasonably acceptable to Lender (the “Title Company”) in an amount not less than the Project Appraised Value of such Existing Project (or such other amount approved by Lender in its sole discretion) in form and substance acceptable to, and containing such endorsements as may be required by, Lender in its sole discretion, provided, that, such title policies may be limited by a “tie-in” or “aggregation” endorsement in the amount of $70,000,000. (x) Intentionally omitted. (y) Such other documents as Lender shall reasonably request, in form and substance satisfactory to Lender, if Lender has a reasonable concern that any condition precedent in this Section 3.1 has not been satisfied, including a breach of any covenant or representation and warranty in this Agreement.

Conditions Precedent to the Closing Date. The obligations obligation of the Lenders each Lender to make Loans Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date are subject to the satisfaction (or waiver in accordance with Section 10.01Date”) on which each of the following conditions precedent not later than the Commitment Termination Dateis satisfied: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (ifollowed promptly by originals) a certificate signed unless otherwise specified, each properly executed by a Responsible Officer of the Borrower certifying there has been no change to the certificatesBorrower, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior to dated the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Date. (g) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materialitycertificates of governmental officials, in all respects), in each case, on a recent date prior to the Closing Date Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) the favorable opinions of (A) Xxxxxx & Xxxxxx PLLC, special Tennessee counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-1, and (B) Xxxxx X. Xxxx, Vice President, Transactions, SEC and Corporate Secretary to the Borrower, which opinion shall cover the matters contained in Exhibit F-2; (iv) a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent that any such representations and warranties relate representation or warranty is expressly stated to an earlier date or periodhave been made as of a specific date, in which case such representations representation or warranty shall be true and warranties correct as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2007 that could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder; (v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; (vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby: (A) each of the Borrower and its Subsidiaries is solvent; and (B) the Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better; and (vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction. (b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been true obtained and correct shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby. (c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material respects conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect. (d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12. (e) Since December 31, 2007, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (f) The Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of such earlier date or period).the annual administrative fee described in the Fee Letters, and

Conditions Precedent to the Closing Date. The obligations Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders Lenders, the Lenders’ obligations to make and fund in full all the Loans on the Closing Date are shall be subject solely to the satisfaction following conditions precedent in this Section 5.02 having been satisfied (or waiver waived by the Initial Arrangers in accordance with Section 10.01) of the following conditions precedent not later than the Commitment Termination Date:): (a) The Effective Date shall have occurred. (b) The EOne Oak Street Acquisition shall have been (consummated or will be consummated concurrently or substantially concurrently with the making and the funding of the Loans, shall be) consummated Loans in all material respects in accordance with the EOne Acquisition Agreement, and no provision terms of the EOne Acquisition Agreement Merger Agreement; provided, that no amendment, modification, consent or waiver (each being referred to in this clause (b) as in effect on August 22, 2019a “change”) shall have been amended of any term thereof or modified by any condition to the Borrower’s obligation to consummate the Oak Street Acquisition thereunder (other than any such amendment, and no condition therein shall have been waived modification, consent or consent granted or request made by the Borrower, in each case, in any respect waiver that is not materially adverse to any interest of the Lenders in their capacities Lenders) shall be made or granted, as such the case may be, without the Administrative Agent’s prior written consent of the Initial Arrangers (which consent shall not be unreasonably withheld withheld, delayed or delayed); provided, conditioned) (it being understood and agreed that (i) any increase change in the price not exceeding a 10% increase or decrease in the aggregate purchase price in consideration to be paid under the EOne Acquisition Merger Agreement shall not will be deemed to not be materially adverse to the interests of the Lenders and shall will not require the prior written consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in Initial Arrangers; provided, that any reduction of the cash portion of the purchase price in the form of common stock of the Borrower, which consideration shall not be deemed allocated to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment a reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer audited consolidated annual financial statements of the Borrower certifying there has been no change for each of the last three full fiscal years ending more than 60 days prior to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), Closing Date and (ii) documents and certifications evidencing that unaudited consolidated financial statements for each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer subsequent fiscal quarterly period of the Borrower certifying ending more than 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), together with unaudited consolidated financial statements for the corresponding period(s) of the prior fiscal year. Each Initial Arranger hereby acknowledges that the conditions precedent Borrower’s public filings with the Securities and Exchange Commission (the “SEC”) on the SEC’s Electronic Data Gathering, Analysis and Retrieval system of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in Section 4.02(beach case, will satisfy the requirements under clauses (i) and Section 4.02(gor (ii) have been satisfiedas applicable, of this clause (ivc). The Administrative Agent hereby acknowledges receipt of the financial statements (a) a Loan Notice in the foregoing clause (i) for the Borrowings on the Closing Datefiscal years ended December 31, in accordance with Section 2.02 2020, 2021 and 2022 and (vb) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G heretoforegoing clause (ii) for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. (fd) The All fees and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the extent invoiced at least three Domestic Business Days prior to the Closing Date and the fees contemplated by the Fee Letter payable to the Joint Lead Arrangers, the Administrative Agent and or the Lenders shall have received all fees and invoiced expenses been paid on or prior to the Closing Date, in each case, to the extent required by the Fee Letter or this Agreement to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement Date. (solely with respect to expensese) to the extent invoiced at least two Business Days prior to the Closing Date[Reserved]. (f) [Reserved]. (g) (xi) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any unless such representations and warranties relate to an earlier date or perioddate, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date or perioddate) and (ii) there shall not exist on the Closing Date any event that would, assuming the making and the funding of the Loans on the Closing Date, constitute an Event of Default, in each case, solely pursuant to (x) Sections 8.01(b) (solely with respect to the payment of any Fee) and 8.01(c) (solely with respect to an intentional breach of Section 7.04) and (y) Sections 8.01(g), 8.01(h) and 8.01(i) (solely, in the case of each of the foregoing Sections 8.01(g), 8.01(h) and 8.01(i), with respect to the Borrower). (h) The Administrative Agent shall have received (in each case dated the Closing Date) (i) a customary officer’s certificate from the Borrower that the conditions precedent contained in Section 5.02(b), Section 5.02(g)(i) and Section 5.02(g)(ii) have been satisfied on the Closing Date, and (ii) a Solvency Certificate from the chief financial officer, treasurer or any other Authorized Officer of the Borrower. (i) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.02 (which such Borrowing Request shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of all Loans on the Closing Date).

Conditions Precedent to the Closing Date. The obligations effectiveness of this Agreement and the Lenders agreement of each Lender to make the Initial Term Loans requested to be made on the Closing Date are is subject to the satisfaction (of, or waiver in accordance with Section 10.01) , prior to or substantially concurrently with the making of such Initial Term Loans on the Closing Date of the following conditions precedent not later than the Commitment Termination Date:(unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17): (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that receipt of executed counterparts of (i) any increase in this Agreement from the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders Borrower and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shallGuaranty from each Guarantor identified on Schedule 1.01(d), in and each of itselfwhich shall be originals or telecopies or .pdf format files unless otherwise specified, be deemed to be materially adverse to the interests each properly executed by a Responsible Officer of the Lenders signing Loan Party, each in form and shall not require the consent of the Administrative Agent, but, substance reasonably satisfactory to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined each Lender. If requested by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facilitya Lender, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements received, for the account of operationssuch Lender, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests an executed copy of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOneappropriate Note for such Lender, in each casecase in the amount, maturity and as otherwise provided herein; provided that the original of and for any such executed Note shall be delivered by the Borrower promptly after the Closing Date. (b) Subject to Section 6.17, the Administrative Agent’s receipt of each of the last three full fiscal years ended agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or any earlier date specified in the Closing Checklist or, in the case of certificates of governmental officials and any resolutions of any board of directors or similar governing body of any Loan Party, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent. (c) All reasonable and documented out-of-pocket costs, fees and expenses required to be paid to the Agents, the Arrangers, the L/C Issuers and the Lenders (including, without limitation, the reasonable and documented out-of-pocket costs, fees and expenses of any counsel, financial advisor or consultant to the Agents, the L/C Issuers and the Lenders, but subject in all respects to the limitations on fees and expenses of counsel and other advisors set forth in Section 10.04(a)) on or before the Closing Date, to the extent invoiced at least 60 days one (1) calendar day prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operationsshall have been paid, comprehensive earningsincluding, cash flowswithout limitation, and shareholders’ equity and redeemable noncontrolling interests fees payable on the Closing Date pursuant to Section 2.09; provided that such amounts may be funded with the proceeds of the Borrower as of and for each subsequent fiscal quarter Initial Term Loans requested to be made on the Closing Date. (other than any fourth fiscal quarterd) ended at At least 40 two (2) days prior to the Closing Date (together or such shorter period agreed to by any applicable requesting Lender), the Lenders shall have received all documentation and other information with respect to the corresponding period(s) Borrower and the Guarantors party to the Guaranty as of the prior fiscal year)Closing Date, and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Regulation SPub. L. 107-X 56 (signed into law October 26, 2001)) (the “Regulation S-XPATRIOT Act”), and only ) to the extent requested at least seven (7) Business Days prior to the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3Closing Date. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower certifying there has been no change On or prior to the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(iii) (or attaching thereto any updated certificate, resolutions or other equivalent documents), (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 the Debtor Loan Parties shall have commenced the Borrower’s Case and (vthe other Cases, and the Borrower and each Guarantor identified on Schedule 1.01(d) to be an initial Debtor shall be a solvency certificate from the treasurer or other financial officer debtor and a debtor-in-possession. All of the Borrower substantially in “first day orders” entered by the Bankruptcy Court on or about the time of commencement of the Cases (and, if any such orders shall not have been entered by the Bankruptcy Court, the form of Exhibit G heretosuch orders submitted to the Bankruptcy Court for approval) and all payments approved by the Bankruptcy Court in any such orders, including the Interim Financing Order or otherwise shall be in form and substance reasonably satisfactory to the Required Consenting Parties and the Required Lenders. (f) The Lead Administrative Agent and the Required Lenders shall have received a signed copy of an order of the Bankruptcy Court, in form and substance satisfactory to the Required Consenting Parties and the Required Lenders (it being understood and agreed that an order in the form of Exhibit I shall, if entered by the Bankruptcy Court, be deemed satisfactory to the Required Consenting Parties and the Required Lenders) and such order shall have been entered not later than three (3) Business Days following the Petition Date (or such later date as the Required Lenders may agree in writing) (as the same may be amended, supplemented or modified from time to time after entry thereof in accordance with the terms thereof, the “Interim Financing Order”), which Interim Financing Order shall, among other things, (i) authorize the Initial Term Loans in the amounts and on the terms set forth herein, (ii) authorize the L/C Facility on the terms set forth herein (other than the Final Order Replacement Letters of Credit, which shall be authorized by the Final Financing Order), (iii) set forth certain intercreditor arrangements (the “Post-Petition Intercreditor Arrangements”) with respect to the Obligations and the Prepetition Obligations (unless waived by the Required Consenting Parties and the Required Lenders to be determined at the final hearing), and (iv) grant the DIP Superpriority Claims and other Liens on the assets of the Debtor Loan Parties referred to herein and in the other Loan Documents and which Interim Financing Order shall be in full force and effect and shall not have been amended, modified, stayed, vacated, terminated or reversed; provided that (x) if such Interim Financing Order is the subject of a pending appeal in any respect, none of such Interim Financing Order, the initial extensions of credit, or the performance by the Borrower of any of the Obligations shall be the subject of a presently effective stay pending appeal, (y) the Borrower, the Administrative Agent and the Lenders shall be entitled to rely in good faith upon such Interim Financing Order, notwithstanding objection thereto or appeal therefrom by any interested party and (z) the Borrower, the Administrative Agent and the Lenders shall be permitted and required to perform their respective obligations in compliance with this Agreement notwithstanding any such objection or appeal unless the relevant order has been stayed by a court of competent jurisdiction. The Debtors shall be in compliance in all respects with the Interim Financing Order. (g) No trustee or responsible officer or examiner (other than a fee examiner) having expanded powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code shall have been appointed or elected, with respect to any of the Loan Parties, any of their Subsidiaries or their respective properties. (h) The Arrangers, the Administrative Agent and the Lenders shall have received a cash flow forecast satisfactory to the Required Consenting Parties and the Required Lenders depicting on a weekly basis receipts and disbursements, cash receipts, Cash balance and loan balance for the 13-week period ending after the Petition Date (including the week in which the Petition Date occurred) dated as of the Petition Date and delivered to the Arrangers and Tranche B Advisors as the “Final Budget” as of such date (the “Initial Budget”) which shall be in form and substance satisfactory to the Required Consenting Parties and the Required Lenders, together with a good faith estimate of all fees and invoiced expenses required borrowings of Loans to be paid on or prior to made within the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to first week following the Closing Date. (g) (xi) There shall exist no Event unstayed action, suit, investigation, litigation or proceeding pending or (to the knowledge of Default pursuant the Borrower) threatened in any court or before any arbitrator or governmental instrumentality against any Loan Party or Subsidiary, except for (i) the Cases or the consequences that would normally result from the commencement, continuation and prosecution of the Cases, (ii) Disclosed Matters, (iii) any objections or pleadings that may have been filed in the Cases relating to authorization to enter into the Loan Documents and incur the Obligations and (iv) as would not reasonably be expected to have a Material Adverse Effect. (j) Subject to Section 8.01(a)6.17, the Security Documents and the Interim Financing Order, upon entry thereof, shall be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid, enforceable, perfected and unavoidable Liens on and security interests in the Collateral as set forth in Section 2.17; Section 8.01(b) (solely provided that, with respect to breaches of the negative covenants in Section 7.01 (Liensany Liens granted by any Non-Debtor Loan Party, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect such Liens shall only be required to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, perfected on the Closing Date (except to the extent that such Liens can be perfected by the filing of uniform commercial code financing statements in the central filing office of such Non-Debtor Loan Party’s jurisdiction of organization (it being understood and agreed that, after the Closing Date, such Non-Debtor Loan Party shall be required to take any such representations and warranties relate to an earlier date or periodall actions additionally required by Section 6.17(a)). The initial Loan Parties shall have delivered uniform commercial code financing statements, in which case such representations suitable form for filing, and warranties shall have made arrangements for the filing thereof that are reasonably acceptable to the Administrative Agent. For the avoidance of doubt, the Interim Financing Order shall deem any and all Liens granted by the Debtor Loan Parties to be perfected. (k) The Borrower shall have delivered to the Administrative Agent and Tranche B Advisors protocols and procedures regarding intercompany claims and Cash transfers in form and substance reasonably satisfactory to the Required Consenting Parties. (l) The Borrower DIP Facilities Blocked Account shall have been true established and correct shall be subject to a blocked account control agreement in form and substance reasonably satisfactory to the Administrative Agent. (m) Since the Petition Date, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. (n) On the Closing Date, all material respects orders of the Bankruptcy Court (if any) providing for payment of Prepetition First Lien Obligations or Prepetition Second Lien Obligations of the Borrower or affecting in any way the Obligations or the Collateral submitted for entry in the Cases shall be in form and substance satisfactory to the Required Consenting Parties and the Required Lenders and, as entered, shall not deviate from the form thereof approved by the Required Consenting Parties and the Required Lenders in any respect which is adverse to the interests of the Lenders, the Prepetition First Lien Lenders or the Prepetition Second Lien Secured Parties, as applicable (in their respective capacities as such). (o) The Administrative Agent and the Lenders shall have received all documents and instruments (in form and substance reasonably satisfactory to the Administrative Agent, the Required Consenting Parties and the Required Lenders) that the Required Consenting Parties or the Required Lenders have then reasonably requested, in addition to those described above in this Section 4.01. (p) [Reserved]. (q) The Administrative Agent shall have received evidence satisfactory to the Tranche A Required Consenting Parties and the Required Tranche A Lenders that the requisite holders of Prepetition Second Lien Lenders and Prepetition Second Lien Noteholders have agreed to and approved the Post-Petition Intercreditor Arrangements and have instructed the Second Lien Collateral Trustee to enter into such amendments or modifications to any of the Prepetition Second Lien Documents (including any intercreditor agreement related thereto) as may be reasonably requested by the Tranche A Required Consenting Parties. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or L/C Issuer unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received a written notice from such Lender or L/C Issuer, as the case may be, prior to the proposed Closing Date specifying its objection thereto. In the event that any Required Consenting Party does not intend to provide its ratable share of Initial Term Loans to be funded on the Closing Date due to non-compliance with the conditions specified in this Section 4.01, it shall use commercially reasonable efforts to notify the Administrative Agent, which in turn shall promptly notify the Lenders and as the Borrower of such earlier date or period)circumstance.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make exchange Loans hereunder on the Closing Date pursuant to Section 2.01 are subject to the satisfaction (or waiver in accordance with Section 10.01by the Required Lenders) of the following conditions precedent not later than the Commitment Termination Dateprecedent: (a) The Effective Date shall have occurred. (b) The EOne Acquisition shall have been (or substantially concurrently with the funding of the Loans, shall be) consummated in all material respects in accordance with the EOne Acquisition Agreement, and no provision of the EOne Acquisition Agreement (as in effect on August 22, 2019) shall have been amended or modified by the Borrower, and no condition therein shall have been waived or consent granted or request made by the Borrower, in each case, in any respect that is materially adverse Subject to the Lenders in their capacities as such without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, that (i) any increase in the purchase price in the EOne Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if such purchase price increase does not exceed 10.0% in aggregate (other than increases in the purchase price in the form of common stock of the Borrower, which shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent), (ii) no decrease below the purchase price in the EOne Acquisition Agreement shall, in and of itself, be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent, but, to the extent in cash and after giving effect to the applicable mandatory prepayment and commitment reduction provisions of the Bridge Facility, shall reduce the dollar equivalent amount (as reasonably determined by the Administrative Agent) of the Commitments, allocated pro rata between each Class and (iii) any such amendment, modification or waiver with respect to (x) Section 3.1(n)(1) or Section 6.2(b)(i) (insofar as it relates to such Section 3.1(n)(1)) of the EOne Acquisition Agreement or (y) the definition of “Material Adverse Effect” contained in the EOne Acquisition Agreement, in each case, shall be deemed materially adverse to the Lenders. (c) Since August 22, 2019, there shall not have been or occurred any Material Adverse Effect (as defined in the EOne Acquisition Agreement as in effect on August 22, 2019). (d) To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility5.15, the Administrative Agent shall have received (a) audited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows and shareholders’ equity and redeemable noncontrolling interests of the Borrower, and audited consolidated balance sheets and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne, in each case, as of and for each of the last three full fiscal years ended at least 60 days prior to the Closing Date, and (b) unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive earnings, cash flows, and shareholders’ equity and redeemable noncontrolling interests of the Borrower as of and for each subsequent fiscal quarter (other than any fourth fiscal quarter) ended at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year), and the unaudited consolidated balance sheet and related consolidated statements of comprehensive income, cash flows and changes in equity of EOne as of and for the six months ended September 30, 2019 if such date is at least 40 days prior to the Closing Date (together with the corresponding period(s) of the prior fiscal year). In the case of the Borrower, such financial statements shall be prepared in accordance with U.S. GAAP. In the case of EOne, such financial statements shall be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In the case of any audited information, such financial statements shall be audited in accordance with U.S. generally accepted auditing standards as promulgated by the AICPA (US GAAS) for filing with the SEC and, in the case of any unaudited information, shall be reviewed in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to unaudited interim financial statements. With respect to such financial statements of the Borrower, it is understood that this condition shall be deemed satisfied through the public filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower with the SEC. To the extent also provided to BofA Securities, Inc., in its capacity as the lead arranger of the Bridge Facility, the Administrative Agent shall also have received pro forma financial statements of the Borrower giving effect to the Transactions and any other recent, probable or pending acquisitions or dispositions, in each case, solely to the extent required by Article 11 of Regulation S-X (“Regulation S-X”), and only to the extent the Borrower will be required to file such pro forma financial statements with the SEC, regardless of the timing of such filing, which pro forma financial statements shall be prepared in accordance with Regulation S-X and all other accounting rules and regulations of the SEC promulgated thereunder applicable to pro forma financial statements included in registration statements on Form S-3. (e) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer counterpart of this Agreement, the Borrower certifying there has been no change Guarantee Agreement, the Pledge and Security Agreement, the UK Debenture, the UK Trust Deed, the UK Share Charges, the Intabex Dutch Pledge, the Agent Fee Letter and, subject to Section 5.15, each other Loan Document (in each case in form and substance satisfactory to the certificates, resolutions requisite Lenders in accordance with the Support Agreement) signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other equivalent documents since electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the date Lenders, a favorable written opinion of their delivery pursuant to Section 4.01(a)(iiiXxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, of Xxxxxxxxxxx LLP, counsel for the Lenders, and of De Brauw Blackstone Westbroek N.V., counsel for the Lenders, in each case (i) (or attaching thereto any updated certificate, resolutions or other equivalent documents)dated the Closing Date, (ii) documents and certifications evidencing that each Loan Party is validly existing and in good standing in its jurisdiction of organization, (iii) a certificate of a Responsible Officer of the Borrower certifying that the conditions precedent in Section 4.02(b) and Section 4.02(g) have been satisfied, (iv) a Loan Notice for the Borrowings on the Closing Date, in accordance with Section 2.02 and (v) a solvency certificate from the treasurer or other financial officer of the Borrower substantially in the form of Exhibit G hereto. (f) The Lead Arrangers, addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall have received all fees reasonably request, and invoiced expenses required the Borrower hereby requests such counsel to be paid on or prior to the Closing Date pursuant to the Fee Letter and this Agreement (solely with respect to expenses) to the extent invoiced at least two Business Days prior to the Closing Datedeliver such opinions. (gc) (x) There shall exist no Event of Default pursuant to Section 8.01(a); Section 8.01(b) (solely with respect to breaches of the negative covenants in Section 7.01 (Liens, but excluding any non-consensual liens arising by operation of law) and Section 7.03 (Fundamental Changes)); Sections 8.01(f) and (g) (in each case, solely with respect to the Borrower); and (y) each of the EOne Acquisition Agreement Representations shall be true and correct and each of the Specified Representations shall be true and correct in all material respects (or, in the case of any Specified Representations qualified by materiality, in all respects), in each case, on the Closing Date (except to the extent that any such The representations and warranties relate to an earlier date of the Borrower and each other Loan Party contained in Article III or period, in which case such representations and warranties any other Loan Document shall have been be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Administrative Agent shall have received a certificate, dated as of the Closing Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and, except in the case of any Foreign Guarantor, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case or periodthe foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, in the case of a Foreign Guarantor, a certificate of an equivalent officer or a director of such Loan Party) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of any Foreign Guarantor, of resolutions duly passed by its members, if applicable) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of either (1) written resolutions of the requisite shareholder(s) (or its equivalent) of such Loan Party, or (2) resolutions adopted by the general meeting of shareholder(s) (or its equivalent) of such Loan Party, in each case authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and that such resolutions have not been modified, rescinded, or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee or security limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) such other documents as the Required Lenders may reasonably request. (i) The Administrative Agent and the Lenders shall have received, at least five Business Days prior to the Closing Date, to the extent requested at least eight Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (j) Except as set forth in Section 5.15, the Senior Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument (including any intercompany notes and allonges pursuant to 5.13(d)) and made or caused to be made any other filing and recording reasonably required by the Senior Collateral Agent and the Lenders. (k) Prior to or substantially simultaneously therewith, the Administrative Agent shall have received the fees in the amounts previously agreed in writing by the Agents, and all reasonable and documented fees and expenses incurred in connection with the Transactions (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) Except as set forth in Section 5.15, the Administrative Agent shall have received all insurance policies and certificates pursuant to and in accordance with Section 5.03(b). (m) Except as set forth in Section 5.15 and in respect of the UK Loan Parties and UK Security Documents, all documents and instruments necessary to establish that the Senior Collateral Agent will have perfected security interests in the Collateral pursuant to the provisions of the Security Documents to be entered into on the Closing Date shall have been delivered in copy form to the Senior Collateral Agent and, if applicable, be in proper form for filing on or around the Closing Date, including UCC-1 financing statements and UCC-3 financing statements and the Intellectual Property Security Agreements. (n) The Administrative Agent shall have received a “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, in form and substance acceptable to the Administrative Agent (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and applicable Subsidiary and evidence of flood insurance, in the event any improvements are located in a special flood hazard area) in accordance with the Flood Laws. (o) Prior to or substantially simultaneously therewith, the following documentation shall be entered into and effective, which documentation shall in each case be in form and substance satisfactory to the requisite Lenders in accordance with the Support Agreement: (i) that certain Limited Consent and Amendment to ABL Credit Agreement, dated as of January 5, 2023; it being understood that such agreement is in form and substance satisfactory to such requisite Lenders; (ii) [reserved]; (iii) the Second Supplemental Indenture; (iv) the New Notes Indenture; (v) the New Intabex Credit Agreement; (vi) the ABL Intercreditor Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders; and (vii) the Intercreditor and Collateral Agency Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders. (p) Prior to or substantially simultaneously therewith: (i) the Notes Exchange Offer shall have been consummated with the participation of at least a majority of the outstanding principal amount of the Existing Notes; (ii) (x) the Exit Term Loan Exchange Transactions shall have been consummated with the participation of 100% of the principal amount of the Existing Exit Term Loans, (y) all accrued and unpaid Cash Interest (as defined in the Existing Exit Term Loan Credit Agreement) in respect of the Assigned Exit Term Loans shall have been paid in full in cash and (z) the Existing Exit Term Loan Credit Agreement shall have been terminated; and (iii) (x) the Intabex Term Loan Exchange Transactions shall have been consummated with the participation of 100% of the principal amount of the Existing Intabex Term Loans, (y) all accrued and unpaid Interest (as defined in the Existing Intabex Term Loan Credit Agreement) in respect of the Assigned Intabex Term Loans shall have been paid in full in cash and (z) the Existing Intabex Term Loan Credit Agreement shall have been terminated; (q) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.