Common use of Conditions to Closing Date Clause in Contracts

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, on the Closing Date after giving effect to the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(va)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: : (i) executed counterparts of this Agreement and the Guaranty from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date; Loan Parties listed on the signature pages thereto; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; ; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); ; (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party)and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (iiC) each direct Wholly Owned Subsidiary certified copies of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity)UCC, (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the and United States Copyright Office Office, tax and judgment lien searches, or United States Patent and Trademark Office) are not satisfied as equivalent reports or searches, each of the Closing Datea recent date listing all effective financing statements, the satisfaction lien notices or comparable documents (together with copies of such requirements shall not be a condition to financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the release of Security Agreement or that the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); Administrative Agent deems necessary or appropriate; (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority -95- #95982248v17 (b) All fees and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is expenses required to be a party paid hereunder or pursuant to the Agent Fee Letter and Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date Date. (c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (Bii) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor;Unaudited Financial Statements. (vd) an opinion from Bass, Xxxxx & Xxxx PLC, counsel Prior to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, on or substantially simultaneously with the Closing Date after giving effect to Date, the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;Refinancing shall have been consummated.

Conditions to Closing Date. The obligation obligations of each Lender the Lenders to make its initial Credit Extension Loans on the Closing Date and the effectiveness of the Commitments hereunder is are subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01):conditions: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below)Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Dateparties listed on the signature pages hereto; (ii) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (iii) a Note executed by the Borrower Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iiiiv) each Collateral Document set forth on Schedule 1.01A 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) A. certificates, if any, representing the pledged equity referred to therein, therein accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and; (B) B. evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party)and Collateral Agent; provided and C. evidence that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A all insurance required to be executed on maintained pursuant to the Closing Date Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as indicated on such schedule by loss payee and additional insured under each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements United States insurance policy with respect to perfection of security interests in such insurance as to which the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements Administrative Agent shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required have requested to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)so named; (iv) (Av) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (vvi) an opinion from Basseach of (A) Xxxxx Xxxxx LLP, Xxxxx & Xxxx PLC, U.S. counsel to the Loan Parties, (B) K&L Gates LLP, special North Carolina counsel to Parent and (C) Xxxxxx Xxxxxxx, Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (vivii) a certificate signed by of a Responsible Officer of Parent certifying as to the Borrower certifying that the conditions matters set forth in clauses (dSections 4.01(f), (e), (f4.02(a) and (h) below are satisfiedb); (vii viii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, Group on the Closing Date after giving effect to the TransactionsTransaction, from the Parent’s chief financial officer or other officer with equivalent duties duties; (ix) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to any Credit Extension being made on the Closing Date; and (x) if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable and bring down telegrams or facsimiles, for each Loan Party. (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letters, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date out of the Borrowerproceeds of the Credit Extensions made to the Borrowers on the Closing Date. (c) The Lead Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements, (iii) annual projections in a form reasonably satisfactory to the Lead Arrangers and (iv) a copy of the Offering Memorandum. (d) Prior to or substantially simultaneously with the making of the Credit Extensions to the Borrowers on the Closing Date, (i) the Refinancing shall have been consummated and (ii) the Senior Notes shall have been issued and, in substantially each case, the form Administrative Agent shall have received satisfactory evidence thereof. (e) The Administrative Agent and the Lead Arrangers shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (f) That, since December 31, 2015, there shall not have occurred any event, condition or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect on the business, assets, results of Exhibit M;operations or financial condition of Parent and its subsidiaries or on the business to be conducted by them. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the making of the Credit Extensions on the Closing Date.

Conditions to Closing Date. The obligation obligations of each Lender the Lenders to make its initial Credit Extension Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement from and the Borrower and Guaranty, each Lender with a Loan or Commitment outstanding dated as of the Closing Date; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance requesting such Notes, each dated as of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or is to be a party on the Closing Date and (B) a formed, validly existing, in good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantorits organization; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the conditions set forth representations and warranties contained in clauses Article V are true and correct in all material respects (dexcept that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2012 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(b) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(b) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), (e), (f) and (hE) below are satisfiedno action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that could reasonably be expected to have a Material Adverse Effect; (vii a certificate attesting vi) receipt of audited financial statements of the MLP as of December 31, 2012, unaudited financial statements of the MLP as of June 30, 2013, and such other financial information as the Administrative Agent may reasonably request; (vii) opinions from (i) Xxxxxx & Xxxxxx LLP, counsel to each Loan Party and the General Partner, and (ii) Xxxxxxxx Xxxx-Xxxxxx, counsel to each Loan Party and the General Partner, in each case, addressed to the Solvency Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) evidence of termination of the Commitments as defined in Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees due and payable at the Closing Date shall have been paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and its Subsidiaries, on a consolidated basis, on the Lenders of the Closing Date after giving effect to the TransactionsDate, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;and such notice shall be conclusive and binding.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (which may be delivered via email) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(va)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateLoan Parties listed on the signature pages thereto; (ii) a Note executed by the Borrower Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral DocumentsDocuments or, in the case of clause (A) below, the Closing Date Intercreditor Agreement); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each and Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)Agent; (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (v) an opinion legal opinions, in customary form, from Bass(i) Xxxxxxxx & Xxxxx LLP, as New York and Delaware counsel to the Loan Parties, (ii) Greenbaum, Rowe, Xxxxx & Xxxx PLCXxxxx LLP, as special New Jersey counsel to the Loan Parties, and (iii) Hunton Xxxxxxx Xxxxx LLP, as special Virginia and North Carolina counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Parent Borrower certifying that the conditions set forth in clauses (d), (e), (f) and clause (h) below are is satisfied;; and (vii vii) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries, Subsidiaries (on a consolidated basis, ) on the Closing Date after giving effect to the Transactions, from the Parent Borrower’s chief financial officer or other officer with equivalent duties duties. (b) The Parent Borrower shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Agreement, including reimbursement or payment of reasonable and documented costs and expenses actually incurred by the Lead Arranger or Administrative Agent in connection with this Agreement, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date. (c) The Closing Date Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto. (d) The Lead Arrangers shall have received Audited Parent Borrower Financial Statements and the Unaudited Parent Borrower Financial Statements. (e) Prior to or substantially simultaneously with the initial Borrowing hereunder on the Closing Date, the Refinancing shall have occurred. (f) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and, to the extent required by the Beneficial Ownership Regulation, a Beneficial Ownership Certification. (g) Prior to or substantially concurrently with the initial Borrowing hereunder, the Merger shall be consummated, in all material respects in accordance with the terms of the BorrowerMerger Agreement as in effect on January 7, 2022, without giving effect to any amendments, consents or waivers that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed, denied or conditioned and provided that the Lead Arrangers shall be deemed to have consented to such amendment, consent or waiver unless they shall object thereto within three (3) Business Days after written notice of such amendment, consent or waiver) (it being understood that (a) any increase in the purchase price of, or consideration for, the Merger is not materially adverse to the interests of the Lenders or the Lead Arrangers to the extent any such increase is pursuant to a working capital or other purchase price adjustment or not funded by additional indebtedness (other than permitted Revolving Credit Loans), (b) any reduction of 10% or less of the purchase price of, or consideration for, the Merger is deemed to be not materially adverse to the interests of the Lenders and the Lead Arrangers, (c) any reduction of more than 10% of the purchase price of, consideration for, the Merger is deemed to be not materially adverse to the interests of the Lenders and the Lead Arrangers so long as any such reduction above 10% of the purchase price of, or consideration for, the Merger is pursuant to a working capital or other purchase price adjustment or reduces dollar-for-dollar the commitments under the Term Facility and (d) any amendment to the definition of “Material Adverse Effect” is materially adverse to the interests of the Lenders and the Lead Arrangers). (h) (i) The Specified Merger Agreement Representations shall be true and correct in all material respects to the extent required by the terms of the definitions thereof and (ii) the Specified Representations shall be true and correct in all material respects on the Closing Date, in substantially each case, and unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all material respects as of such earlier date. (i) Since the form date of Exhibit M;the Merger Agreement there shall have been no effect, change, event, fact, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement as in effect on January 7, 2022) and is continuing on the Closing Date. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s (or, subject to the terms of the ABL Intercreditor Agreement or the Term Intercreditor Agreement, as applicable, the ABL Administrative Agent’s or the Administrative Agent’s (as defined in the First Lien Credit Agreement)) receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(va)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateLoan Parties listed on the signature pages thereto; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (includingC) certified copies of UCC, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the and United States Copyright Office Office, tax and judgment lien searches, or United States Patent and Trademark Office) are not satisfied as equivalent reports or searches, each of the Closing Datea recent date listing all effective financing statements, the satisfaction lien notices or comparable documents (together with copies of such requirements shall not be a condition to financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the release of Security Agreement or that the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)Administrative Agent deems necessary or appropriate; (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (v) an opinion from Bass, (i) Xxxxxxxx & Xxxxx & Xxxx PLCLLP, counsel to the Loan Parties and (ii) Cozen X’Xxxxxx, Pennsylvania counsel to the Loan Parties;; and (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii a certificate attesting to the Solvency of the Parents, the Borrower and its Subsidiaries, the Restricted Subsidiaries (on a consolidated Consolidated basis, ) on the Closing Date after giving effect to the TransactionsTransaction, from the Borrower’s chief financial officer or other officer with equivalent duties duties. (b) All fees and expenses required to be paid hereunder or pursuant to the Agent Fee Letter and Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date. (c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (d) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (f) The Term Intercreditor Agreement and the ABL Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto. (g) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the BorrowerSecured Parties, in substantially as an additional insured or loss payee, as the form case may be, under all casualty insurance policies maintained with respect to the assets and properties of Exhibit M;the Loan Parties that constitutes Collateral. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation effectiveness of each Lender to make its initial Credit Extension hereunder this credit facility is subject to the satisfaction or waiver of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be facsimiles originals or other electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower (other than in respect of clause (a)(v) belowas applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:Agent: hereof; (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Note executed by Request for Credit Extension in accordance with the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date;requirements (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)[Reserved]; (iv) (A) such certificates, copies certificates of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantorparty; (v) an such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion from Bass, Xxxxx & Xxxx PLCletter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial Lender and covering such matters relating to the Loan PartiesDocuments as the Administrative Agent may reasonably require; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying certifying(A) that the conditions set forth representations and warranties of the Borrower contained in clauses (dSections 5.01(a), (e5.01(b)(ii), (f5.02(a) and (hc) below and 5.04 are satisfied;true and correct on and as of the Closing Date and (B) the current Debt Ratings (if any); and 44 Cboe Global Markets, Inc. - Credit Agreement(Term Loan Credit Facility) (vii a certificate attesting to viii) such other assurances, certificates, documents, consents or opinions as the Solvency Administrative Agent or the Arranger reasonably may require. (b) Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and its Subsidiariescorrect in all material respects on and as of Closing Date; provided, on a consolidated basis, on the Closing Date 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 the Transactionsany qualification therein) in all respects. (c) No Default shall exist, or would result from the chief financial officer Credit Extensions or from the application of the proceeds therefrom. (d) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of the Initial Lender) at least ten (10) Business Days prior to the Closing Date. (e) Any fees required to be paid on or before the Closing Date shall have been paid. (f) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the 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 officer with equivalent duties of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower, in substantially Administrative Agent shall have received notice from the form of Exhibit M;Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. The obligation obligations of each Lender (x) the Lenders to make its initial Revolving Credit Extension Loans and (y) any L/C Issuer to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder is on the terms provided hereunder are subject to the satisfaction or waiver, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The the Administrative Agent’s 's receipt from each of the Borrowers and the Lenders of either (i) executed counterparts of this Agreement or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a "pdf" copy of a signature by such party of a counterpart hereof) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent's receipt of either (i) executed counterparts of the Intercreditor Agreement by each party thereto or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a "pdf" copy of a signature by such party of a counterpart hereof) that such party has signed a counterpart of the Intercreditor Agreement; (c) subject to Section 6.19 (it being understood that any document required to be delivered pursuant to Section 6.19 shall not constitute a condition precedent under this Section 4.01), the Administrative Agent's receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, following documents each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) either (A) executed counterparts of this Agreement from the Borrower and Guaranty by each Lender with Loan Party or (B) evidence satisfactory to the Administrative Agent (which may include a Loan facsimile transmission or Commitment outstanding as other electronic transmission of a "pdf" copy of a signature by such party of a counterpart hereof) that such party has signed a counterpart of the Closing DateGuaranty; (ii) a Note duly executed by the Borrower Borrowers in favor of each Lender that has requested requesting a Note at least five (5) 3 Business Days in advance of prior to the Closing Date; (iii) a completed Borrowing Base Certificate; (iv) a security agreement, (together with each Collateral Document set forth on Schedule 1.01A required other security agreement and security agreement supplement delivered pursuant to be executed on Section 6.12, in each case as amended, the Closing Date as indicated on such schedule"Security Agreement"), duly executed by each Domestic Loan Party party theretoParty, together with (except as provided in such Collateral Documents);with, to the extent not already delivered to the Administrative Agent: (A) certificatesto the extent required under the applicable Security Documents and the Intercreditor Agreement, if any, certificates and instruments representing the pledged equity Pledged Equity and Pledged Debt referred to therein, therein accompanied by undated stock powers, if applicable, powers or instruments of transfer executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and; (B) evidence that proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all other actions, recordings and filings jurisdictions that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; (C) a Perfection Certificate, duly executed by a Responsible Officer of the Parent Borrower; (D) copies of Uniform Commercial Code, tax and Guarantee Requirement shall have been takenjudgment lien searches, completed each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Domestic Loan Party as debtor and that are filed in those state and county jurisdictions in which any Domestic Loan Party is organized or maintains its principal place of business (or as otherwise provided for agreed by the Administrative Agent and the Parent Borrower), none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens and Liens securing obligations under the Existing Credit Agreement); (E) evidence of insurance required by the terms of the Security Agreement or Section 6.07 of this Agreement; (F) Control Agreements to the extent required by Section 6.17 hereof; and (G) IP Security Agreements, in a manner form and substance reasonably satisfactory to the Administrative Agent, covering the items set forth on Schedule IV to the Security Agreement; and (v) deeds of trust, trust deeds, deeds to secure debt and mortgages (reasonably satisfactory to the Administrative Agent and its counsel) covering the Mortgaged Properties listed on Schedule 5.08(c) (includingtogether with the fixture filings and Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, without limitationin each case as amended, a perfection certificate the "Mortgages"), duly executed by each the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create, subject to the Intercreditor Agreement, a valid and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens, and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies"); provided that if, notwithstanding with endorsements and in amounts reasonably acceptable to the Borrower’s use Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of commercially reasonable efforts without undue burden all Liens, excepting only Permitted Liens, and providing for such other affirmative insurance as the Administrative Agent may deem reasonably necessary, (C) (1) American Land Title Association/American Congress on Surveying and Mapping form surveys or expense to cause this clause (iii2) to be satisfied on the Closing Dateextent surveys exist and the title insurer is willing to issue the applicable Mortgage Policies with survey coverage and survey endorsements acceptable to the Administrative Agent in its Permitted Discretion (in which case the appropriate Loan Party shall deliver such affidavits of no change or similar as required by the title insurer), updates thereof to the requirements hereof extent required by the title insurer, in each case, for which all necessary fees (other than where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and otherwise acceptable to the Administrative Agent, (aD) evidence of the execution insurance required by the terms of the Security Agreement, (E) a completed "Life-of-Loan" Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Collateral Document set forth on Schedule 1.01A required to be Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed on by the Closing Date as indicated on such schedule by Parent Borrower and each Loan Party party relating thereto) and, if any "Building" (bas defined in 12 CFR Chapter III, Section 339.2) included as part of such Mortgaged Property is located within a special flood hazard area as determined by the pledge Federal Emergency Management Agency and perfection if flood insurance has been made available under the National Flood Insurance Act of security interests 1968 (as now or hereafter in effect or successor thereto) then copies of the appropriate Loan Party's application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent and each Lender and naming the Administrative Agent as loss payee on behalf of the Secured Parties, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create valid and subsisting Liens on the property described in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity)Mortgages, (c) delivery of Uniform Commercial Code financing statements with respect subject only to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing DatePermitted Liens, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)has been taken; (ivvi) (A) such certificates, copies customary certificates of Organization Documents of the Loan Parties, resolutions or other action and action, customary incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party party; (vii) customary documents and certifications evidencing that each Domestic Loan Party (A) is duly organized or formed, including certified true and correct copies of the charter of each Domestic Loan Party, and each amendment thereto, as in effect on the Closing Date Date, and (B) a is validly existing, in good standing certificate (and qualified to the extent applicable) engage in business in the jurisdiction of organization of its organization, in form and substance reasonably acceptable to the Borrower and each GuarantorAdministrative Agent; (vviii) an a favorable opinion from Bassof Cravath, Swaine & Xxxxx & Xxxx PLCLLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; (viix) favorable opinions of local counsel for the Domestic Loan Parties in the jurisdictions set forth on Exhibit F, in each case in form and substance reasonably satisfactory to the Administrative Agent; (x) a certificate attesting to the Solvency of the Loan Parties, on a consolidated basis, immediately before and immediately after giving effect to the Transactions, from the Chief Financial Officer of the Parent Borrower; and (xi) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the conditions specified in Section 4.01(g), (h) and (i) and in Sections 4.02(a), (b) and (c) have been satisfied and (B) since March 31, 2018, there has not been any event or circumstance which, singly or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect; provided, however, that each of the requirements set forth in clauses clause (d), iv) or (e), v) above (f) except for the delivery of the Security Agreement and (h) below are satisfied; (vii a certificate attesting to the Solvency extent that a Lien on such Collateral may be perfected (x) by the filing of a financing statement under the UCC or customary "short form" intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office or (y) the delivery of stock certificates of each Domestic Subsidiary of the Parent Borrower and its Subsidiaries, on that is a consolidated basis, Material Subsidiary) shall not constitute conditions precedent to the Initial Credit Extension on the Closing Date after the Parent Borrower's use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Parent Borrower agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days (or, in the case of clause (v), 120 days) after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (d) The Borrowers shall have paid, on or prior to the Closing Date, (i) all fees and expenses required to be paid on the Closing Date pursuant to Section 2.09 hereof and (ii) all other fees and expenses (including the Attorney Costs of Xxxxxxxx Xxxx Ltd.) required to be paid pursuant to Section 10.04(a) for which invoices shall have been presented to the Parent Borrower at least 1 Business Day prior to the Closing Date. (e) All Indebtedness of the Parent Borrower and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, all commitments in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released (or substantially concurrently with the effectiveness of this Agreement on the Closing Date shall be repaid, terminated and released), and the Administrative Agent shall have received pay-off letters in form and substance reasonably satisfactory to it from the administrative agent under the Existing Credit Agreement evidencing such repayment, termination and release. (f) The Borrowers shall have provided to the Administrative Agent (i) the documentation and other information that is required by regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Act, with respect to the Domestic Loan Parties to the extent reasonably requested by the Administrative Agent or any Lender at least 10 Business Days prior to the Closing Date, and (ii) to the extent applicable, a Beneficial Ownership Certification with respect to any Borrower that qualifies as a "legal entity customer" under the Beneficial Ownership Regulation to the extent requested by the Administrative Agent or any Lender, in each case, the results of which are reasonably satisfactory to the Administrative Agent and any such Lender. (g) The parties thereto shall have executed and delivered the Term Loan Credit Agreement and the other Term Loan Documents and incurred at least $109,343,000 in aggregate principal amount of loans from the lenders under the Term Loan Credit Agreement. (h) The parties thereto shall have executed and delivered the Junior Term Loan Credit Agreement and the other Junior Term Loan Documents and incurred at least $40,000,000 in aggregate principal amount of loans from the lenders under the Junior Term Loan Credit Agreement. (i) After giving effect to the TransactionsTransactions to be consummated on the Closing Date and the Initial Credit Extension, from Excess Availability shall be not less than $85,000,000. Without limiting the chief financial officer generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other officer with equivalent duties matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall promptly notify the Parent Borrower and the Lenders of the BorrowerClosing Date, in substantially the form of Exhibit M;and such notice shall be conclusive and binding.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (which may be delivered via email) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(va)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateLoan Parties listed on the signature pages thereto; (ii) a Note executed by the Borrower Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each and Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)Agent; (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (v) an opinion legal opinions, in customary form, from Bass(i) Xxxxxxxx & Xxxxx LLP, as New York and Delaware counsel to the Loan Parties, (ii) Greenbaum, Rowe, Xxxxx & Xxxx PLCXxxxx LLP, as special New Jersey counsel to the Loan Parties, and (iii) Hunton Xxxxxxx Xxxxx LLP, as special Virginia and North Carolina counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions set forth in clauses (d), (e), clause (f) and (h) below are is satisfied; (vii vii) a certificate attesting to the Solvency of the Borrower Parent and its Subsidiaries, Subsidiaries (on a consolidated basis, ) on the Closing Date after giving effect to the Transactions, from the Parent’s chief financial officer or other officer with equivalent duties duties. (b) The Parent shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Agreement, including reimbursement or payment of reasonable and documented costs and expenses actually incurred by the Lead Arranger or Administrative Agent in connection with this Agreement, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date. (c) The Lead Arrangers shall have received Audited Parent Financial Statements. (d) Prior to or substantially simultaneously with the occurrence of the Borrowerclosing on the Closing Date, the Refinancing shall have occurred. (e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in substantially writing at least ten (10) Business Days prior to the form Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and, to the extent required by 31 C.F.R. § 1010.230, a certification of Exhibit M;the Borrowers regarding beneficial ownership. (f) Since December 31, 2020, no events have occurred or circumstances have arisen that, individually or in the aggregate, have had or reasonably would be expected to have, a Material Adverse Effect. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder the Initial Term Loans is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below)Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto; (iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);): (A) certificates, if any, representing the pledged equity referred to therein, therein accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party)and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iiiiv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of (isuch certificates perfects a security interest therein) the Borrower and (ii) of each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), ) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark OfficeCode) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release making of the initial Credit Extension Initial Term Loans to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, which shall be no earlier than 60 days after the “Certain Funds Provision”Closing Date); (ivv) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (A1) such certificates, copies of Organization Documents of the Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (vvi) an opinion from Bass, Xxxxx & Xxxx PLCof Akerman LLP, counsel to the Loan Parties; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since March 12, 2021, there shall not have occurred and be continuing, any change, event, occurrence, state of facts or development that has had, or would reasonably be expected to have, a Company Material Adverse Effect and (B) the conditions condition set forth in clauses clause (d), (e), (f) and (hc)(ii) below are is satisfied; (vii viii) a certificate substantially in the form of Exhibit K attesting to the Solvency of the Borrower and its Subsidiaries, Subsidiaries (on a consolidated basis, ) on the Closing Date after giving effect to the TransactionsTransaction, from the Borrower’s chief financial officer or other officer with equivalent duties duties; and (ix) a Committed Loan Notice relating to the Credit Extension to be made on the Closing Date. (b) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed to by the Borrower), in each case, shall have been paid in full in cash or will be paid on the Closing Date. (c) Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the BorrowerAcquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any modification, amendment, supplement, consent, waiver or request that results in (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent). (d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in substantially each case, to the form extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of Exhibit M;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. (g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation of each Lender This Agreement shall not become effective to make its initial amend and restate the Existing Credit Extension hereunder is subject to Agreement until the satisfaction of Borrower has satisfied the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s receipt Agent shall have received all of the following, each dated the Closing Date (or, in the case of which shall be facsimiles or other electronic copies unless otherwise specifiedcertificates of governmental officials, each properly executed by a Responsible Officer of recent date before the signing Loan Party (other than in respect of clause (a)(vClosing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:(provided that each of the following may be delivered as originals or .pdf copies or other facsimiles with originals to follow promptly): (i) executed counterparts of this Agreement from executed by the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateLender; (ii) the Subsidiary Guaranty, executed by the parties thereto; (iii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)Note; (iv) (A) such certificates, copies certificate of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates certificate and/or other certificates of Responsible Officers of the Borrower and each Loan Party Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower or such Loan Party Guarantor is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantorparty; (v) an such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are duly organized or formed, and that the Borrower and each Guarantor are validly existing, in good standing and qualified to engage in business in its jurisdiction of formation; (vi) a favorable opinion from Bass, Xxxxx of (A) Xxxxxx & Xxxx PLCXxxxxx L.L.P., counsel to the Loan PartiesBorrower and the Guarantors and (B) appropriate local counsel in jurisdictions reasonably requested by the Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, addressed to the Administrative Agent and each Lender; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth specified in clauses (dSections 4.01(b)(ii), (e4.01(b)(iii), (fand 4.01(g) and (h) below are have been satisfied; (vii viii) a certificate attesting to the Solvency Certificate, signed by a financial officer of the Borrower and or its Subsidiaries, on general partner; (ix) a consolidated basis, Loan Notice for any Borrowing to be made on the Closing Date; and (x) the Closing Date Financial Statements. The public filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or on the System for Electronic Document Analysis and Retrieval of any of the Closing Date Financial Statements, will satisfy the requirements hereunder with respect to such Closing Date Financial Statements. The Arrangers hereby acknowledge receipt of the financial statements for the Borrower for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 and NuStar for the fiscal year ended December 31, 2023. (b) Both before and after giving effect to the Transactions, the following statements shall be true and correct as of the Closing Date: (i) to the extent required by the definition thereof, the Acquisition Agreement Representations shall be true and correct in all material respects (except to the extent any such Acquisition Agreement Representation is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date (although any Acquisition Agreement Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), (ii) the Specified Representations shall be true and correct in all material respects (except to the extent that any such Specified Representation or Acquisition Agreement Representation is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Closing Date (although any Specified Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be); and (iii) no Event of Default under Section 8.01(a), 8.01(b) or 8.01(i) shall have then occurred and be continuing. (c) All out-of-pocket costs, fees, expenses (including, without limitation, reasonable and documented legal fees and expenses) to the extent invoiced at least two (2) 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 hereunder or by any Fee Letter to be paid on or prior to the Closing Date. (d) The Lenders shall have received at least three (3) Business Days prior to the Closing Date, to the extent requested in writing at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (e) If the Borrower or any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to the extent requested by any Lender at least ten (10) Business Days prior to the Closing Date, each Lender that so requests shall have received a Beneficial Ownership Certification in relation to the Borrower or such Guarantor at least three (3) Business Days prior to the Closing Date. (f) All security interests and Liens of the Borrower and the other Loan Parties granted in favor of Bank of America, as collateral agent securing payment or performance of the Existing Obligations shall have been released and terminated and of no further force or effect. On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries shall have any material outstanding Indebtedness for borrowed money (other than Indebtedness permitted hereunder and permitted to remain outstanding under the Acquisition Agreement). (g) Prior to or substantially concurrently with the Closing Date, the Closing Date Acquisition shall have been consummated, without giving effect to any amendments, modifications, supplements or waivers by the Borrower or NuStar (or any of their respective affiliates) to the Acquisition Agreement or consents by the Borrower or NuStar (or any of their respective affiliates) thereunder, in each case, that are materially adverse to the interests of the Lenders or the Arrangers, in their capacities as such without each Arranger’s prior written consent (not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that, without prejudice to any of the other conditions set forth in this Section 4.01, (i) any change in the definition of “Partnership Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the Lenders and the Arrangers, in their capacities as such, unless the Arrangers shall have provided their written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) any modification, amendment or express waiver or consents by the Borrower or NuStar (or any of their respective affiliates) that results in (A) an increase to the purchase price of not more than 10% or that is funded with common equity of the Borrower shall be deemed not to be materially adverse to the interests of the Lenders, or the Arrangers, in their capacities as such, so long as such increase is not funded with proceeds of indebtedness or (B) a decrease to the exchange ratio of not more than 10% shall be deemed not to be materially adverse to the Arrangers and the Lenders. (h) Since the date of the Acquisition Agreement, there shall not have occurred a Partnership Material Adverse Effect (as defined in the Acquisition Agreement). (i) Prior to the Closing Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that each of the (i) NuStar Credit Agreement, (ii) NuStar Receivables Facility, and (iii) NuStar Receivables Purchase Agreement shall have been amended, to the extent necessary, to (A) permit the Closing Date Acquisition and the execution and delivery of, and performance and incurrence of Indebtedness under each of this Agreement and the Closing Date Senior Notes and (B) cause the terms thereof to not constitute a violation of, or a default under, any Loan Document or the Closing Date Senior Notes. On the Closing Date, after giving effect to the Transactions, neither NuStar nor any of its Subsidiaries shall have any material outstanding Indebtedness for borrowed money (other than Indebtedness subject to the Acquired Business Debt Refinancing and any Indebtedness permitted hereunder and permitted to remain outstanding under the Acquisition Agreement, including without limitation the Indebtedness listed on Schedule 7.01). (j) The Borrower shall have received the net cash proceeds from the chief financial officer issuance of the Closing Date Senior Notes. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other officer with equivalent duties matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Upon the effectiveness of this Agreement, (a) each Lender who holds Loans in an aggregate amount less than its Applicable Percentage (after giving effect to this amendment and restatement) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Applicable Percentage (after giving effect to this amendment and restatement), and (c) such other adjustments shall be made as the Administrative Agent shall specify so that each Lender’s outstanding amount of Loans and LC Obligations equals its Applicable Percentage (after giving effect to this amendment and restatement) of the Borrower, in substantially total outstanding amount of Loans and LC Obligations of all of the form of Exhibit M;Lenders.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to This Agreement shall not become effective until the satisfaction date on which all of the following conditions precedent have been satisfied (or waiver thereof waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five requesting Notes, each of which shall be originals or telecopies (5) Business Days in advance of the Closing Datefollowed promptly by originals); (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use customary certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party party; (iv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is to be a party on the Closing Date validly existing and (B) a in good standing certificate (to the extent applicable) in the its jurisdiction of organization of the Borrower and each Guarantororganization; (v) an a customary opinion from Bass, Xxxxx & Xxxx PLCof Proskauer Rose LLP, counsel to the Loan PartiesBorrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and each Lender; (vi) [Reserved]; (vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions set forth specified in clauses (d), (e), (fSections 4.02(c) and (hd) below are have been satisfied; , and (vii a certificate attesting to B) that there has been no event or circumstance since the Solvency date of the Borrower and its SubsidiariesAudited Financial Statements that has had or could be reasonably expected to have, on either individually or in the aggregate, a consolidated basis, on the Closing Date after giving effect to the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;Material Adverse Effect; and

Conditions to Closing Date. The obligation obligations of each Lender the Lenders to make its initial Credit Extension Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement from and the Borrower and Guaranty, each Lender with a Loan or Commitment outstanding dated as of the Closing Date; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance requesting such Notes, each dated as of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or is to be a party on the Closing Date and (B) a formed, validly existing, in good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantorits organization; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the conditions set forth representations and warranties contained in clauses Article V are true and correct in all material respects (dexcept that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2011 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(b) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(b) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), (e), (f) and (hE) below are satisfiedno action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that could reasonably be expected to have a Material Adverse Effect; (vii a certificate attesting vi) receipt of audited financial statements of the MLP as of December 31, 2011, unaudited financial statements of the MLP as of June 30, 2012, and such other financial information as the Administrative Agent may reasonably request; (vii) opinions from (i) Xxxxxx & Xxxxxx LLP, counsel to each Loan Party and the General Partner, and (ii) Xxxxxxxx Xxxx-Xxxxxx, counsel to each Loan Party and the General Partner, in each case, addressed to the Solvency Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) evidence of termination of the Commitments as defined in Existing Credit Agreement and repayment or refinancing of all loans thereunder simultaneously with the Closing Date; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees due and payable at the Closing Date shall have been paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and its Subsidiaries, on a consolidated basis, on the Lenders of the Closing Date after giving effect to the TransactionsDate, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;and such notice shall be conclusive and binding.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (ab) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (Ai) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (Bii) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii vii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, on the Closing Date after giving effect to the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M; (viii) a Request for Credit Extension relating to each Credit Extension to be made on the Closing Date; and (ix) certificates of insurance evidencing the existence of insurance to be maintained by the Borrower and its Restricted Subsidiaries pursuant to Section 6.06. (c) (d) All fees and expenses required to be paid hereunder or pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date as previously agreed in writing, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date. (f) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (g) (h) Prior to or substantially simultaneously with the initial funding on the Closing Date, the Refinancing shall have been consummated. (i) (j) At the time of and immediately after giving effect to the Borrowing of the Initial Term Loans (together with the Revolving Credit Loans and Delayed Draw Term Loans to be borrowed on the Closing Date, if any), no Default or Event of Default shall have occurred and be continuing.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to This Agreement shall not become effective until the satisfaction date on which all of the following conditions precedent have been satisfied (or waiver thereof waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five requesting Notes, each of which shall be originals or telecopies (5) Business Days in advance of the Closing Datefollowed promptly by originals); (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use customary certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party party; (iv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is to be a party on the Closing Date validly existing and (B) a in good standing certificate (to the extent applicable) in the its jurisdiction of organization of the Borrower and each Guarantororganization; (v) an a customary opinion from Bass, Xxxxx & Xxxx PLCof Proskauer Rose LLP, counsel to the Loan PartiesBorrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and each Lender; (vi) [Reserved]; (vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions set forth specified in clauses (d), (e), (fSections 4.02(b) and (hc) below are have been satisfied;, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vii a certificate attesting viii) at least three (3) Business Days prior to the Solvency 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 the USA Patriot Act, to the extent requested of the Borrower in writing not fewer than five (5) Business Days prior to the Closing Date. (b) Any fees required to be paid hereunder and its Subsidiaries, pursuant to the Fee Letter on a consolidated basis, on or before the Closing Date after giving effect shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the TransactionsAdministrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, from plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the chief financial officer Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other officer with equivalent duties of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower, in substantially Administrative Agent shall have received notice from such Lender prior to the form of Exhibit M;proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing Date; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantor; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii vii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, on the Closing Date after giving effect to the Transactions, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M; (viii) a Request for Credit Extension relating to each Credit Extension to be made on the Closing Date; and (ix) certificates of insurance evidencing the existence of insurance to be maintained by the Borrower and its Restricted Subsidiaries pursuant to Section 6.06. (b) All fees and expenses required to be paid hereunder or pursuant to the Fee Letters and reasonable out-of-pocket expenses required to be paid on the Closing Date as previously agreed in writing, in each case, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date. (c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (d) Prior to or substantially simultaneously with the initial funding on the Closing Date, the Refinancing shall have been consummated. (e) At the time of and immediately after giving effect to the Borrowing of the Initial Term Loans (together with the Revolving Credit Loans and Delayed Draw Term Loans to be borrowed on the Closing Date, if any), no Default or Event of Default shall have occurred and be continuing. (f) On the Closing Date, all representations and warranties made by any Loan Party contained herein or in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided that, in each case, to the extent that any 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. (g) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and AML Laws, including without limitation the USA PATRIOT Act and, to the extent required by 31 C.F.R. §1010.230, a certification of the Borrower regarding beneficial ownership. (h) Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Xxxxxx has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(va)(i)(v) below), each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement and the Guaranty from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateLoan Parties listed on the signature pages thereto; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and; (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (includingC) certified copies of UCC, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the and United States Copyright Office Office, tax and judgment lien searches, or United States Patent and Trademark Office) are not satisfied as equivalent reports or searches, each of the Closing Datea recent date listing all effective financing statements, the satisfaction lien notices or comparable documents (together with copies of such requirements shall not be a condition to financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the release of Security Agreement or that the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”)Administrative Agent deems necessary or appropriate; (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (v) an opinion from Bass, Xxxxx (i) Kxxxxxxx & Xxxx PLCExxxx LLP, counsel to the Loan Parties and (ii) Cozen O’Xxxxxx, Pennsylvania counsel to the Loan Parties;; and (vi) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in clauses (d), (e), (f) and (h) below are satisfied; (vii a certificate attesting to the Solvency of the Parents, the Borrower and its Subsidiaries, the Restricted Subsidiaries (on a consolidated Consolidated basis, ) on the Closing Date after giving effect to the TransactionsTransaction, from the Borrower’s chief financial officer or other officer with equivalent duties duties. (b) All fees and expenses required to be paid hereunder or pursuant to the Agent Fee Letter and Engagement Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date shall have been paid in full in cash or will be paid on the Closing Date. (c) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (d) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (e) The Administrative Agent and the Lead Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (f) The Term Intercreditor Agreement and the ABL Intercreditor Agreement shall have been duly executed and delivered by each Loan Party thereto. (g) Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the BorrowerSecured Parties, in substantially as an additional insured or loss payee, as the form case may be, under all casualty insurance policies maintained with respect to the assets and properties of Exhibit M;the Loan Parties that constitutes Collateral. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Lender has notified the Administrative Agent of any disagreement prior to the Closing Date.

Conditions to Closing Date. The obligation obligations of each Lender the Lenders to make its initial Credit Extension Loans hereunder shall not become effective until the Closing Date which is subject scheduled to occur upon the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement from and the Borrower and Guaranty, each Lender with a Loan or Commitment outstanding dated as of the Closing Date; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance requesting such Notes, each dated as of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or is to be a party on the Closing Date and (B) a formed, validly existing, in good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each Guarantorits organization; (v) an opinion from Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties; (vi) a certificate signed by an a Responsible Officer of the Borrower certifying (A) that the conditions set forth representations and warranties contained in clauses Article V are true and correct in all material respects (dexcept that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified as to materiality in the text thereof) on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2010 there has occurred no event or condition that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), (e), (f) and (hE) below are satisfiedno action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any Borrower Affiliate, or any of their respective properties, that could reasonably be expected to have a Material Adverse Effect; (vii a certificate attesting vi) receipt of audited financial statements of the MLP as of December 31, 2010, unaudited financial statements of the MLP as of June 30, 2011, and such other financial information as the Administrative Agent may reasonably request; (vii) opinions from (i) Xxxxxx & Xxxxxx LLP, counsel to each Loan Party and the General Partner, and (ii) Xxxxxxxx Xxxx-Xxxxxx, counsel to each Loan Party and the General Partner, in each case, addressed to the Solvency Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) evidence of the simultaneous closing and effectiveness of the Multi-Year Credit Agreement; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees due and payable at the Closing Date shall have been paid. (c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and its Subsidiaries, on a consolidated basis, on the Lenders of the Closing Date after giving effect to the TransactionsDate, from the chief financial officer or other officer with equivalent duties of the Borrower, in substantially the form of Exhibit M;and such notice shall be conclusive and binding.

Conditions to Closing Date. The obligation occurrence of each Lender to make its initial Credit Extension the Closing Date hereunder is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles originals or other electronic copies telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) executed counterparts of this Agreement from Agreement, the Borrower Guaranty, the Security Agreement, the Account Control Agreements relating to the Specified Accounts and the Fee Letter, sufficient in number for distribution to the Administrative Agent, each Lender with a Loan or Commitment outstanding as of and the Closing DateBorrower; (ii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note at least five (5) Business Days in advance of the Closing DateNote; (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, completed and duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by certificates from each Loan Party); provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) completed requests for information, dated on or before the Closing Date, listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements; (Av) such certificates, copies certificates of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on party; (vi) such documents and certifications as the Closing Date Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization that each of the Borrower and the other Loan Parties is validly existing, in good standing and qualified to engage in business in each Guarantorjurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vvii) an a favorable opinion from Bassof Mintz, Xxxxx & Xxxx PLCLevin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viviii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions set forth specified in clauses (d), (e), (fSections 4.03(a) and (hb) below are have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii x) a certificate attesting to business plan and pro forma forecast of the Solvency Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by the Borrower, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the 2010, 2011 and 2012 fiscal years of the Borrower and its Subsidiaries; (xi) certificate of the Borrower attesting to its Solvency and the Solvency of the Loan Parties taken as a whole, on a consolidated basisin each case, on the Closing Date both before and after giving effect to the Transactionstransactions contemplated by the Loan Documents, from the its chief financial officer or controller; (xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiii) such other officer with equivalent duties assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the BorrowerBorrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. 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 substantially this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the form of Exhibit M;Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder is subject to This Agreement shall not become effective until the satisfaction date on which all of the following conditions precedent have been satisfied (or waiver thereof waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be facsimiles or other electronic copies unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower, each dated the Closing Date (other than or, in respect the case of clause (a)(vcertificates of governmental officials, a recent date before the Closing Date) below), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Note Notes executed by the Borrower in favor of each Lender that has requested a Note at least five requesting Notes, each of which shall be originals or telecopies (5) Business Days in advance of the Closing Datefollowed promptly by originals); (iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents); (A) certificates, if any, representing the pledged equity referred to therein, accompanied by undated stock powers, if applicable, executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party); provided that if, notwithstanding the Borrower’s use customary certificates of commercially reasonable efforts without undue burden or expense to cause this clause (iii) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests of (i) the Borrower and (ii) each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark Office) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release of the initial Credit Extension to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, the “Certain Funds Provision”); (iv) (A) such certificates, copies of Organization Documents of the Loan Parties, resolutions or other action and action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party party; (iv) such customary documents and certifications of public officials as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is to be a party on the Closing Date validly existing and (B) a in good standing certificate (to the extent applicable) in the its jurisdiction of organization of the Borrower and each Guarantororganization; (v) an a customary opinion from Bass, Xxxxx & Xxxx PLCof Proskauer Rose LLP, counsel to the Loan PartiesBorrower, reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and each Lender; (vi) [Reserved]; (vii) a customary certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions set forth specified in clauses (d), (e), (fSections 4.02(c) and (hd) below are have been satisfied;, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vii a certificate attesting viii) at least three (3) Business Days prior to the Solvency 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 the USA Patriot Act, to the extent requested of the Borrower in writing not fewer than five (5) Business Days prior to the Closing Date. (b) Any fees required to be paid hereunder and its Subsidiaries, pursuant to the Fee Letters on a consolidated basis, on or before the Closing Date after giving effect shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees and out-of-pocket charges and disbursements of counsel to the TransactionsAdministrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable hereunder and invoiced prior to the Closing Date, from plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the chief financial officer Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other officer with equivalent duties of matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower, in substantially Administrative Agent shall have received notice from such Lender prior to the form of Exhibit M;proposed Closing Date specifying its objection thereto.

Conditions to Closing Date. The obligation of each Lender to make its initial Credit Extension hereunder the Initial Term Loans is subject to the satisfaction of the following conditions precedent (or waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in respect of clause (a)(v) below)Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement from the Borrower and each Lender with a Loan or Commitment outstanding as of the Closing DateAgreement; (ii) a Term Note executed by the Borrower in favor of each Lender that has requested a Term Note at least five (5) Business Days in advance of the Closing Date; (iii) executed counterparts of the Guaranty from each of the Loan Parties listed on the signature pages thereto; (iv) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (except as provided in such Collateral Documents);): (A) certificates, if any, representing the pledged equity referred to therein, therein accompanied by undated stock powers, if applicable, powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, a perfection certificate duly executed by each Loan Party)and Collateral Agent; provided that if, notwithstanding the Borrower’s use of commercially reasonable efforts without undue burden or expense to cause this clause (iiiiv) to be satisfied on the Closing Date, the requirements hereof (other than (a) the execution of each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule by each Loan Party party thereto, (b) the pledge and perfection of security interests in the certificated Equity Interests (to the extent possession of (isuch certificates perfects a security interest therein) the Borrower and (ii) of each direct Wholly Owned Subsidiary of the Borrower that is a Material Subsidiary that constitutes a Domestic Subsidiary (provided that such Equity Interests are not Excluded Equity), ) and (c) delivery of Uniform Commercial Code financing statements (other than fixture filings on real estate) with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code and (d) the delivery of documents in a form sufficient to affect the recordation of security interests with the United States Copyright Office or United States Patent and Trademark Office with respect to perfection of security interests in the assets of the Loan Parties that may be perfected by filing with the United States Copyright Office or United States Patent and Trademark OfficeCode) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the release making of the initial Credit Extension Initial Term Loans to the Borrower on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.12) (this proviso, which shall be no earlier than 60 days after the “Certain Funds Provision”Closing Date); (ivv) a certificate of each Loan Party, certified by a secretary or other Responsible Officer (A1) such certificates, copies of Organization Documents of the Loan Parties (including any by-laws or other applicable operating agreement of the Loan Parties), (2) resolutions or other action action, (3) good standing certificates, and (4) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and (B) a good standing certificate (to the extent applicable) in the jurisdiction of organization of the Borrower and each GuarantorDate; (vvi) an opinion from Bass, Xxxxx & Xxxx PLCof Xxxxxxx LLP, counsel to the Loan Parties; (vivii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since March 12, 2021, there shall not have occurred and be continuing, any -89- change, event, occurrence, state of facts or development that has had, or would reasonably be expected to have, a Company Material Adverse Effect and (B) the conditions condition set forth in clauses clause (d), (e), (f) and (hc)(ii) below are is satisfied; (vii viii) a certificate substantially in the form of Exhibit K attesting to the Solvency of the Borrower and its Subsidiaries, Subsidiaries (on a consolidated basis, ) on the Closing Date after giving effect to the TransactionsTransaction, from the Borrower’s chief financial officer or other officer with equivalent duties duties; and (ix) a Committed Loan Notice relating to the Credit Extension to be made on the Closing Date. (b) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid hereunder or pursuant to the Fee Letter, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise agreed to by the Borrower), in each case, shall have been paid in full in cash or will be paid on the Closing Date. (c) Prior to or substantially simultaneously with the Closing Date, (i) the Equity Contribution in at least the amount set forth in the definition thereof shall have been consummated and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the BorrowerAcquisition Agreement, after giving effect to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements, consents, waivers or requests (including the effects of any such requests) by the Borrower that are materially adverse to the interests of the Lenders or the Administrative Agent, without the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any modification, amendment, supplement, consent, waiver or request that results in (a) any decrease in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as such decrease reduced, on a dollar-for-dollar basis, the aggregate amount of the Initial Term Loans, (b) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Administrative Agent or Lenders so long as funded with proceeds of common equity or preferred equity that does not constitute Disqualified Equity Interests and (c) any adverse amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Lenders and Administrative Agent ). (d) The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. (e) Prior to or substantially simultaneously with the Closing Date, the Refinancing shall have been consummated. (f) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date, and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, in substantially each case, to the form extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of Exhibit M;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. (g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. For purposes of determining whether the Closing Date has occurred, each Lender that has executed 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 or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be, unless such Xxxxxx has notified the Administrative Agent of any disagreement prior to the Closing Date.