Common use of Conditions to Credit Extensions on Closing Date Clause in Contracts

Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) below): (a) a Committed Loan Notice; (b) executed counterparts of this Agreement and the Guaranty; (c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)): (i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries accompanied by undated stock powers executed in blank; and (ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made. (d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and 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; (e) a customary legal opinion from Ropes & Xxxx LLP, counsel to the Loan Parties; (f) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(6) has been satisfied; and (g) a solvency certificate from a Financial Officer of Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I. (2) The Arrangers shall have received the Quarterly Financial Statements; provided, that the Arrangers hereby acknowledge receipt thereof. (3) If the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each requesting Lender shall have received a beneficial ownership certification required under the Beneficial Ownership Regulation in relation to the Borrower, in each case, that has been reasonably requested by such Lender in writing at least ten (10) Business Days prior to the Closing Date. (4) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date. (5) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent 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. (6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date ; provided that to the extent 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 the condition precedent in this clause (7) shall fail to be satisfied only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of the breach of such Specified Acquisition Agreement Representations. (7) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (a) the Equity Contribution shall have been consummated; and (b) the Acquisition shall have been consummated, or shall be consummated substantially concurrently with (or immediately following, as contemplated by the Acquisition Agreement) the initial Borrowing under the Facilities, in all material respects in accordance with the terms of the Acquisition Agreement; provided that no provision of the Acquisition Agreement or the Amended and Restated Master Services Agreement, in the form attached as Exhibit E to the Acquisition Agreement, shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the Lenders party hereto as of the Closing Date (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned and provided that the Arrangers shall be deemed to have consented to such waiver, amendment or consent unless they shall object thereto within two (2) Business Days after written notice of such waiver, amendment or consent); provided further, that (a) any change to the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the Lenders and shall require the consent of the Arrangers (not to be unreasonably withheld, delayed or conditioned; provided that the Arrangers shall be deemed to have consented to such change unless they shall object thereto within two (2) Business Days after receipt of notice of such change), (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) any such reduction is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to 50.0% of the Capitalization Amount, and (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, (x) 50.0% of the remaining amount of such reduction shall be applied to reduce the amount of the Closing Date Term Loans, and (y) 50.0% of such reduction shall be applied to reduce the amount of the Equity Contribution, and (c) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such increase is funded with an increase in the Equity Contribution or Closing Date Revolving Borrowings. (8) Since May 29, 2019, there shall not have occurred a Material Adverse Effect (as defined in the Acquisition Agreement). (9) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date. 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 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.

Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) below): (a) a Committed Loan Notice; (b) executed counterparts of this Agreement and the Guaranty; (c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)): (i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries accompanied by undated stock powers executed in blank; and (ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.; (d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and 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; (e) a customary legal opinion from Ropes & Xxxx LLP, counsel to the Loan Parties; (f) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(6) 4.02 has been satisfied; and (g) a solvency certificate from a Financial Officer of Holdings the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; (2) The First Lien/Second Lien Intercreditor Agreement shall have been duly executed and delivered by the Loan Parties thereto and the Second Lien Administrative Agent. (3) The Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements; provided, that . The Arrangers shall have received the Arrangers hereby acknowledge receipt thereofPro Forma Financial Statements. (34) If The representations and warranties of the Borrower qualifies contained in Article V or any other Loan Document shall be true and correct in all material respects on and as a of the Closing Date; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “legal entity customermateriality,” under 31 C.F.R. § 1010.230 “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. (5) No Default shall exist, or would result from such proposed Credit Extension on the “Beneficial Ownership Regulation”), each requesting Lender Closing Date or from the application of the proceeds therefrom. (6) The Administrative Agent or the relevant Issuing Bank (as applicable) shall have received a beneficial ownership certification required under Request for Credit Extension in accordance with the Beneficial Ownership Regulation in relation to the Borrower, in each case, that has been reasonably requested by such Lender in writing at least ten (10) Business Days prior to the Closing Daterequirements hereof. (47) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date. (5) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent 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. (6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date ; provided that to the extent 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 the condition precedent in this clause (7) shall fail to be satisfied only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of the breach of such Specified Acquisition Agreement Representations. (7) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (a) the Equity Contribution shall have been consummated; and (b) the Acquisition shall have been consummated, or shall be consummated substantially concurrently with (or immediately following, as contemplated by the Acquisition Agreement) the initial Borrowing under the Facilities, in all material respects in accordance with the terms of the Acquisition Agreement; provided that no provision of the Acquisition Agreement or the Amended and Restated Master Services Agreement, in the form attached as Exhibit E to the Acquisition Agreement, shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the Lenders party hereto as of the Closing Date (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned and provided that the Arrangers shall be deemed to have consented to such waiver, amendment or consent unless they shall object thereto within two (2) Business Days after written notice of such waiver, amendment or consent); provided further, that (a) any change to the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the Lenders and shall require the consent of the Arrangers (not to be unreasonably withheld, delayed or conditioned; provided that the Arrangers shall be deemed to have consented to such change unless they shall object thereto within two (2) Business Days after receipt of notice of such change), (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) any such reduction is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to 50.0% of the Capitalization Amount, and (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, (x) 50.0% of the remaining amount of such reduction shall be applied to reduce the amount of the Closing Date Term Loans, and (y) 50.0% of such reduction shall be applied to reduce the amount of the Equity Contribution, and (c) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such increase is funded with an increase in the Equity Contribution or Closing Date Revolving Borrowings. (8) Since May 29, 2019, there shall not have occurred a Material Adverse Effect (as defined in the Acquisition Agreement). (9) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date. (9) Substantially concurrently with the initial Borrowing(s) on the Closing Date, the Transactions shall have been consummated from the proceeds of the Facilities. 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 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.

Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf ..pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) below):Party: (a) a Committed Loan Notice; (b) executed counterparts of this Agreement and the Guaranty; (c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)):with: (i) certificates, if any, representing the Pledged Collateral that is certificated equity of referred to therein, and to the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries extent certificated, accompanied by undated stock powers executed in blank; and (ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for of organization of each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.; (d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and 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; (e) a customary legal opinion from Ropes (i) Xxxxxx & Xxxx Xxxxxxx LLP, special counsel to the Loan Parties, and (ii) Faegre Xxxxx Xxxxxxx LLP, special Minnesota counsel to the Loan Parties; (f) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(6) has been satisfied; and (g) a solvency certificate from a Financial Officer of Holdings the Initial Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; and (g) copies of a recent Lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties to the extent requested by the Administrative Agent no less than thirty (30) days prior to the Closing Date; provided, however, that each of the requirements set forth in clause (1)(c) above, including the delivery of any document(s) or instrument(s) necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that a Lien on Collateral may be perfected by (x) the filing of a financing statement under the UCC or (y) the delivery of the stock certificate of the Initial Borrower) will not constitute conditions precedent to the Borrowing on the Closing Date after the Initial Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Initial 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 ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) or, in the case of stock certificates of Life Time and its Subsidiaries constituting Pledged Collateral, no later than 5:00 p.m., New York time, on the Closing Date; provided further that with respect to the requirements set forth in clauses (1)(b), (1)(c) or (1)(d) above, each Loan Document (or certificate or other document) required to be executed and delivered on the Closing Date by any Loan Party other than Holdings or Initial Borrower will not constitute conditions precedent to the initial of any Facility on the Closing Date; provided that each of Life Time and its Restricted Subsidiaries that are Loan Parties will execute and deliver any such document(s) substantially concurrently with the consummation of the Merger, but no later than 5:00 p.m. Minneapolis, Minnesota time on the Closing Date, and (ii) subject to the first proviso of this section 4.01(1), certificated securities issued by Life Time or its subsidiaries constituting Collateral and required to be delivered to the Administrative Agent under this Agreement, will be delivered promptly after consummation of the Merger, but in no event later than 5:00 p.m., New York City time, on the Closing Date. (2) The Arrangers shall have received the Quarterly Financial Statements; provided, that the Arrangers hereby acknowledge receipt thereofthat they have received the Quarterly Financial Statements for the fiscal quarter ended March 31, 2015 and that such Quarterly Financial Statements satisfy the condition in this clause (2). (3) If the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each requesting Lender shall have received a beneficial ownership certification required under the Beneficial Ownership Regulation in relation to the Borrower, in each case, that has been reasonably requested by such Lender in writing at least ten (10) Business Days prior to the Closing Date. (4) The Administrative Agent shall have received at least two three (23) Business Days prior to the Closing Date all documentation and other information in respect of Holdings and the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date. (54) The Arrangers shall have received a certification by a Responsible Officer of the Initial Borrower that the following conditions have been satisfied: (a) The Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent 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. (6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date ; provided that to the extent 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 the condition precedent in this clause (74)(a) with respect to Specified Acquisition Agreement Representations shall fail to be satisfied only to the extent that a breach of such Specified Acquisition Agreement Representations results in a failure of a condition precedent to the obligation of Holdings or the Initial Borrower (to consummate the Merger pursuant to the terms of the Transaction Agreement or any of its Affiliates) has provides Holdings or the Initial Borrower with the right (taking into account any applicable cure provisions) to, pursuant to the Transaction Agreement, terminate its (or such Affiliates’) obligations under the Acquisition Transaction Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) Merger as a result of the breach of such Specified Acquisition Agreement Representations. (7b) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, , (ai) the Equity Contribution (subject to any reduction pursuant to the second proviso of this Section 4.01(4)(b) shall have been consummated; and and (bii) the Acquisition Merger shall have been consummated, or shall be consummated substantially concurrently with (or immediately following, as contemplated by the Acquisition Agreement) the initial Borrowing under the Facilities, in all material respects in accordance with the terms of the Acquisition Agreement; provided that no provision of the Acquisition Transaction Agreement or the Amended and Restated Master Services Agreement(which, in the form attached as Exhibit E to the Acquisition Agreementsince March 15, shall have 2015 has not been amended or waived, nor shall waived in any consent have been given, by the Borrower or any of its Affiliates respect in a manner that is materially adverse to the Lenders party hereto as of on the Closing Date (Date, in their capacities as such) , without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned and conditioned)); provided that each of the Arrangers shall following will be deemed to have consented be materially adverse to such waiver, amendment or consent unless they shall object thereto within two Lenders: (2) Business Days after written notice of such waiver, amendment or consent); provided further, that (ai) any change to the definition of “Company Material Adverse Effect” contained in the Acquisition Transaction Agreement, (ii) any waiver of the condition precedent set forth in Section 7.03(a)(iii) of the Transaction Agreement (regarding the absence of any “Company Material Adverse Effect” (as defined in the Transaction Agreement)) and (iii) any amendment to or waiver of the condition set forth in the proviso in Section 1.02 of the Transaction Agreement (requiring the completion of the Marketing Period prior to the Closing (each as defined in the Transaction Agreement), including any amendment to or waiver of any component definition thereof) of the Transaction Agreement; provided further that any reduction in the amount of consideration required to consummate the Merger shall be deemed materially adverse to the Lenders and shall require the consent of the Arrangers (not to be unreasonably withheld, delayed or conditioned; provided that the Arrangers shall be deemed to have consented to such change unless they shall object thereto within two (2) Business Days after receipt of notice of such change), (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the such Lenders and so long as any reduction will be allocated (A) first, to the extent (i) any such a reduction is first applied to reduce in the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to 50.0% of equals the Capitalization Amount, Minimum Equity Contribution (as defined in the Commitment Letter) and (iiB) thereafter, after giving effect thereafter (1) 70% to the application of the a reduction of the purchase price in clause (i) above, (x) 50.0% of the remaining amount of such reduction shall be applied to reduce the amount of the Closing Date Term Loans, Loans and Senior Notes (on a pro rata basis) and (y2) 50.030% of such reduction shall be applied to reduce the amount of the Equity Contribution, and . (c) any increase Except as disclosed in purchase price for the Acquisition Disclosure Schedules (as defined in the Transaction Agreement) (it being understood that each section of the Disclosure Schedules shall not be deemed to be materially adverse incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the Lenders so long extent its relevance is reasonably apparent on its face) dated as such increase is funded with an increase in of March 15, 2015, (i) since January 1, 2015 through the Equity Contribution or Closing Date Revolving Borrowings. (8) Since May 29date of the Transaction Agreement, 2019, there shall not have occurred a no Company Material Adverse Effect (as defined in the Acquisition Transaction Agreement as of March 15, 2015) shall have occurred and (ii) during the period from March 15, 2015 to the Closing Date, there has not occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, in the case of each of clauses (i) and (ii) that would result in the failure of a condition precedent to the obligation of Holdings or the Initial Borrower to consummate the Merger under the Transaction Agreement). (95) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on and invoiced at least two (2) Business Days before the Closing Date shall have been paid, paid in full. (6) Prior to or shall be paid substantially concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated. 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 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.

Conditions to Credit Extensions on Closing Date. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower Borrower, the Priority Revolving Agent and the Administrative Agent: (1) The Priority Revolving Agent’s and Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf “.pdf” format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case clause (1)(e) and (1)(f) below): (a) a Committed Loan Notice; (b) executed counterparts of this Agreement and the Guaranty; (c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with ; (d) subject to Section 6.13(2)6.12(2): (i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrower and the Loan Parties’ wholly owned Material Domestic Subsidiaries that are Restricted Subsidiaries accompanied by undated stock powers executed in blank; and (ii) evidence that all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made.; (de) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and 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; (ef) a customary (i) legal opinion from Ropes Dxxxx Xxxx & Xxxx Wxxxxxxx LLP, counsel to the Loan Parties, (ii) local counsel legal opinion from Mxxxxx, Nxxxxxx, Arsht & Txxxxxx LLP, Delaware counsel to the applicable Loan Parties, (iii) local counsel legal opinion from Fxxxx & Lardner LLP, Florida counsel to the applicable Loan Parties, (iv) local counsel legal opinion from Kxxxxxx Mxxxxxxx & Kxxxxxx PLL, Illinois counsel to the applicable Loan Parties and (v) local counsel legal opinion from Arent Fox LLP, District of Columbia counsel to the applicable Loan Parties; (fg) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(64.01(5) has been satisfied; and (gh) a solvency certificate from a Financial Officer of Holdings the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.I; provided, however, that with respect to the requirements set forth in clause (1)(d)(i) (other than (i) with respect to the Borrower or (ii) to the extent such certificate has been delivered by the Company on or prior to the Closing Date) above, such certificates, if the Borrower shall have used commercially reasonable efforts to cause the Company to deliver such certificates in respect of the foregoing clause (ii) without undue burden or expense, will not constitute a condition precedent to the obligation of each Lender to make a Credit Extension hereunder on the Closing Date (provided that, to the extent such certificate is not delivered on the Closing Date, the Borrower shall provide such certificate not later than 90 days after the Closing Date (subject to extensions by the Administrative Agent, not to be unreasonably withheld)). (2) The Arrangers Initial Lenders shall have received (a) the Annual Financial Statements, (b) the Quarterly Financial Statements and (c) the Pro Forma Financial Statements; provided, provided that the Arrangers Initial Lenders hereby acknowledge receipt thereofof each of the foregoing Annual Financial Statements and Quarterly Financial Statements. (3) If the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each requesting Lender shall have received a beneficial ownership certification required under the Beneficial Ownership Regulation in relation to the Borrower, in each case, that has been reasonably requested by such Lender in writing at least ten (10) Business Days prior to the Closing Date. (4) The Administrative Agent and the Priority Revolving Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors (including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of the Borrower) required under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including the USA PATRIOT Act, Act and Beneficial Ownership Regulations) that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date. (5) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent 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. (6) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date ; provided that to the extent 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 the condition precedent in this clause (7) shall fail to be satisfied only to the extent that the Borrower (or any of its Affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of the breach of such Specified Acquisition Agreement Representations. (7) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (a) the Equity Contribution shall have been consummated; and (b) the Acquisition shall have been consummated, or shall be consummated substantially concurrently with (or immediately following, as contemplated by the Acquisition Agreement) the initial Borrowing under the Facilities, in all material respects in accordance with the terms of the Acquisition Agreement; provided that no provision of the Acquisition Agreement or the Amended and Restated Master Services Agreement, in the form attached as Exhibit E to the Acquisition Agreement, shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its Affiliates in a manner materially adverse to the Lenders party hereto as of the Closing Date (in their capacities as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned and provided that the Arrangers shall be deemed to have consented to such waiver, amendment or consent unless they shall object thereto within two (2) Business Days after written notice of such waiver, amendment or consent); provided further, that (a) any change to the definition of “Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the Lenders and shall require the consent of the Arrangers (not to be unreasonably withheld, delayed or conditioned; provided that the Arrangers shall be deemed to have consented to such change unless they shall object thereto within two (2) Business Days after receipt of notice of such change), (b) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) any such reduction is first applied to reduce the Equity Contribution on a dollar-for-dollar basis until the amount of the Equity Contribution is equal to 50.0% of the Capitalization Amount, and (ii) thereafter, after giving effect to the application of the reduction of the purchase price in clause (i) above, (x) 50.0% of the remaining amount of such reduction shall be applied to reduce the amount of the Closing Date Term Loans, and (y) 50.0% of such reduction shall be applied to reduce the amount of the Equity Contribution, and (c) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders so long as such increase is funded with an increase in the Equity Contribution or Closing Date Revolving Borrowings. (8) Since May 29, 2019, there shall not have occurred a Material Adverse Effect (as defined in the Acquisition Agreement). (9) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date. 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 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.