Common use of Conditions to Initial Borrowing Clause in Contracts

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with this Agreement, duly executed by the requirements hereofBorrower; (ii) executed counterparts a Revolving Loan Note in favor of this Agreementeach Lender requesting a Revolving Loan Note; (iii) a Note the Fee Letter, duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing DateBorrower; (iv) a copy of the Organization Documents in relation to each Loan PartySecurity Agreement, duly executed by the Borrower; (v) original certificated securities (as defined in the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificatesUCC), if any, representing the Pledged Equity referred to therein issued by the Restricted Subsidiaries, accompanied by undated stock powers or other applicable transfer powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (Bvi) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created a Perfection Certificate duly executed by the foregoing Security Agreement; and (C) copies Borrower on behalf of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyParties; (vivii) such (A) certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company actionapplicable action of the Borrower and each other Loan Party, (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date, (D) the bylaws or governing documents of such Loan Party as in effect on the Closing Date and (E) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (viiviii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties, (y) Helsell Xxxxxxxxx with respect to certain matters of New York and Delaware law: Lxxxxx & Wxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiiix) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower and its Subsidiaries (taken as a whole), and certifying each of the Loan Parties, as applicable, has satisfied each of the conditions set forth in Section 4.01, in substantially in the form attached hereto as Exhibit D-2;I; and (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject after giving effect to the Closing Date Intercreditor AgreementTransactions, by the delivery no Default or Event of stock certificates of the Borrower, the Target Default has occurred and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion)is continuing. (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before on the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct invoiced 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received reasonable detail at least two Business Days prior to the Closing Date (except as otherwise reasonably agreed to by the Borrower) and required to be paid on the Closing Date shall have been paid; provided, that the Lenders hereby agree that the foregoing condition shall be satisfied to the extent such fees and expenses have been received by the Administrative Agent prior to the Closing Date and distributed by the Administrative Agent to the Lenders on or before the second Business Day following the Closing Date. (c) The Lenders will have received at least three Business Days prior to the Closing Date, (i) all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActAct and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case has been requested in writing at least ten business days prior to the Closing Date. (id) The representations and warranties made by the Target with respect to the Target set forth in Article V and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders any other Loan Documents shall be true and correct accurate in all material respectsrespects (without duplication of any materiality qualifiers therein) on and as of the Closing Date; provided that, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. warranties specifically refer to an earlier date, they shall be accurate in all material respects (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect without duplication of any preferred Equity Interests materiality qualifiers therein) as of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangerssuch earlier date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e10.06(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Agent and each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to an Agent or a Lender Lender, unless the Administrative Agent shall have received notice from such Agent or Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice duly executed by the Borrower delivered by the time of day set forth in accordance with Section 2.01(b) at least one Business Day prior to the requirements hereofClosing Date, which shall be deemed to be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed counterparts of this Agreementby the Borrower and Holdings; (iii) a Note the Guaranty and the Security Agreement, in each case, duly executed by the Borrower in favor of and each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each other Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (Aiv) certificates, if any, representing the Pledged Equity referred of the Borrower and the Restricted Subsidiaries that constitute Collateral, in each case, (A) to therein the extent the issuer of such certificate has “opted into” Article 8 of the UCC and (B) accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (BA) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company actionapplicable action of the Borrower and each other Loan Party, (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date, and (D) a certificate of a Responsible Officer of the Borrower that the conditions specified in clauses (c), (f) and (g) below have been satisfied or will be satisfied promptly upon the funding of the Initial Term Loans; (viivi) an opinion from the following special counsel to the Loan Parties (xor certain of the Loan Parties): (A) Xxxxxx & Xxxxxxx LLP, with respect to matters of New York, Delaware and Illinois law, (B) Xxxxxx, Xxxxx & Bockius LLP, with respect to matters of Pennsylvania law, (C) Xxxxxxx LLP, with respect to matters of Minnesota law, (D) Xxxxxx Bond Xxxxxxxxx (US) LLP, with respect to matters of North Carolina law, (E) Xxxxxxxx & Xxxxx LLP, New York counsel with respect to the Loan Partiesmatters of Wisconsin law, (yF) Helsell Xxxxxxxxx Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel in Washington, with respect to matters of Washington law and (zG) Xxxxx & XxxxxxXxXxxx Middleton, local counsel in ColoradoProfessional Association, in each case in form and substance reasonably satisfactory with respect to the Administrative Agent;matters of New Hampshire law; and (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower and its Subsidiaries (including the Borrower and its Subsidiaries) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waivedH; provided, however, that, that each of the requirements set forth in clause clauses (viii) and (iv) above, including the delivery of documents and instruments necessary required pursuant to satisfy the terms of the Collateral and Guarantee Requirement Documents (except for the execution and delivery of the Security Agreement and Agreement) and, to the extent that a Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of (1) the Borrower, Borrower and (2) if delivered to the Target Borrower pursuant to the terms of the Acquisition Agreement and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificatesconstituting Pledged Equity, other than stock certificates of the Borrower or any of and its material wholly owned subsidiariesSubsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 ninety (90) days after the Closing Date (or with respect to stock certificates of the Borrower and its Subsidiaries, five (5) Business Days) (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).; provided, further, that that for the avoidance of doubt, the requirement for the execution and delivery of the Loan Documents and certificates by the Acquired Business and its Subsidiaries set forth in clauses (ii), (iii) and (iv) above and paragraph (d) below is not a condition precedent under this Section 4.01, it being agreed that each Loan Document (and related authorizing resolutions) and certificate to be executed and/or delivered on the Closing Date by or on behalf of a Loan Party other than the Borrower (a “Post-Closing Loan Party”), will be executed and delivered in escrow prior to the consummation of the Acquisition and released from escrow upon funding of the Initial Term Loans and consummation of the Acquisition and upon such release, each Post-Closing Loan Party will be deemed to have made the Company Specified Representations with respect to itself; (b) All fees and expenses required to be paid hereunder on the Closing Date (and all fees and expenses required to be paid under the Commitment Letter and the Fee Letter on the Closing Date) and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter.; (c) Prior Confirmation from the Borrower (in the form of an officer’s certificate) that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, , (i) each of the following shall have been or will be consummated: the Equity Contribution; the incurrence of the Second Lien Term Loans; and the Closing Date Refinancing; (ii) the Acquisition shall have been or will be consummated in all material respects in accordance with the terms of the Acquisition Agreement Agreement; and (without giving effect to any amendmentsiii) since its execution, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement has not been amended, waived or modified (whether pursuant to the Borrower’s consent or otherwise) in any respect in a manner that is materially adverse to the Lenders interests of the Lenders, in their respective capacities as such such, without the consent of the Arrangers, Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that each Lead Arranger shall be deemed to have consented to such amendment, waiver or modification unless it shall object in writing thereto within five Business Days of receipt of written notice of such amendment, waiver or modification; provided further that (A) any increase or a reduction in the purchase price under the Acquisition Agreement (or amendment to the Acquisition Agreement pursuant to which such reduction is made) shall be deemed not to be materially adverse to the interests of the Lenders and will be allocated (1) first, to a reduction in the Equity Contribution until the Equity Contribution equals the Minimum Equity Contribution and (2) thereafter to a percentage reduction to the Equity Contribution equal to the Minimum Equity Contribution, with the balance reducing any amounts to be funded under the Second Lien Credit Agreement issued on the Closing Date (and when such funded amounts are reduced to zero to a reduction to the Initial Term Loans), (B) any amendment or waiver to the terms of the Acquisition Agreement that has the effect of increasing the cash purchase price thereunder to be paid on the Closing Date by the Borrower thereunder shall not be deemed to be materially adverse to the interests of the Lenders so long as if such increase is not funded with Indebtedness for borrowed money incurred on the Closing Date, (iC) any increase change to, or waiver with respect to, any “marketing period” or similar provisions in the purchase price Acquisition Agreement shall not be funded with additional indebtedness deemed not to be materially adverse to the interests of the Lenders, and (iiD) any reduction shall be allocated (x) firstchange to, to reduce the amount of any EMC Parent Preferred Units and (y) secondor waiver with respect to, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Company Material Adverse Effect,” set forth the definition of “Outside Date” or the “Xerox” provisions contained in the Acquisition Agreement without (in each case, as in effect on the prior written consent date of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayedAcquisition Agreement) shall will be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in The Second Lien Credit Documents required to be executed on the Acquisition Agreement) Closing Date shall have occurred or arisen since April 21, 2015been duly executed and delivered by each Loan Party thereto. (e) The Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (f) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the date of the Closing Date; provided that, a failure of an Acquisition Agreement Representation to be accurate will not result in a failure of a condition precedent under this Section 4.01 or a Default or an Event of Default, unless such failure results in a failure of a condition precedent to the Borrower’s obligation to consummate the Acquisition or such failure gives the Borrower the right (taking into account any notice and cure provisions) to terminate its obligations pursuant to the terms of the Acquisition Agreement; provided, further, that to the extent that such representations the Acquisition Agreement Representations and warranties the Specified Representations specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that date and any such 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers There shall not have received the Pro Forma Financial Statements. occurred a Material Adverse Change (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries defined in the Acquisition Agreement Agreement) that are material would result in the failure of a condition precedent to the interests of Borrower’s obligations to consummate the Lenders shall be true and correct in all material respects, but only to Acquisition under the extent Acquisition Agreement or that Holdings or its applicable affiliates have or would have give it the right (taking into account any applicable notice and cure provisions) to terminate their its obligations under pursuant to the Acquisition Agreement or decline to consummate the Acquisition as a result terms of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to, and of each Issuing Bank to issue Letters of Credit hereunder to, the Borrower on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with this Agreement, duly executed by the requirements hereofBorrower; (ii) the Guaranty and the Security Agreement, in each case, duly executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) confirmation satisfactory to the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) Administrative Agent that certificates, if any, representing the Pledged Equity referred to therein of the Restricted Subsidiaries that constitute Collateral, in each case, accompanied by undated stock powers executed in blank are held by the Term Loan Agent pursuant to the terms of that certain Equal Priority Intercreditor Agreement, dated September 30, 2020, among, inter alios, the Term Loan Agent, Mizuho Bank, Ltd. and instruments, if any, evidencing the Pledged Debt indorsed in blankBorrower; (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created a Perfection Certificate duly executed by the foregoing Security Agreement; and (C) copies Borrower on behalf of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyParties; (viv) such (A) certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (vi) a joinder to the Closing Date Intercreditor Agreement; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties, (y) Helsell Xxxxxxxxx ): Xxxxxx & Xxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agentcertain aspects of Delaware law; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2H; (ix) a certified copy certificate of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as certifying the satisfaction of the Closing Date and as to the matters specified conditions set forth in Sections 4.01(d4.01(c), (ed) and (ig); and (x) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that requested by any Xxxxxx, a Lien on Note in favor of such Collateral may be perfected solely (x) Xxxxxx, duly executed by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of the Facilities, including fees pursuant to the Fee LetterFacility. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness The representations and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization warranties of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) each other Loan Party contained in Article V or any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (fd) The Administrative Agent shall have received Since December 31, 2022, there has been no event or circumstance, either individually or in the Annual Financial Statements aggregate, that has resulted in, and is reasonably expected, individually or in the Quarterly Financial Statements aggregate, to result in a materially adverse effect on the business, operations, assets, liabilities (it being understood actual or contingent) or financial condition of the Administrative Agent hereby acknowledges receipt thereof)Borrower and its Restricted Subsidiaries, taken as a whole. (ge) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall Lenders will have received at least two three Business Days prior to the Closing Date Date, (i) all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (if) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Revolver Refinancing shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesoccurred. (jg) The Borrower Immediately prior to and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under after giving effect to this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement no Default or the Second Lien Loan Documents. (k) The terms and conditions in respect Event of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersDefault exists. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Agent and each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Agent or Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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 or as otherwise set forth in Section 6.16 and on Schedule 1.01A: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) executed counterparts of (x) this Agreement from the Borrower and Holdings and (y) a Committed Loan Notice consent and reaffirmation from each Subsidiary Guarantor in accordance with form and substance reasonably satisfactory to the requirements hereofAdministrative Agent; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (Aiii) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blankblank (it being agreed that this condition has been satisfied by delivery of the Pledged Equity and related stock powers previously delivered to the Collateral Agent pursuant to the Existing Credit Agreement); (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or evidence that all other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lienactions, bankruptcy, judgment, copyright, patent recordings and trademark searches in each jurisdiction reasonably requested by filings that the Administrative Agent with respect and the Collateral Agent may deem reasonably necessary to each Loan Partysatisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company 96 J. Crew – A&R Term Loan Credit Agreement 96 WEIL:\96135034\1\54457.0006 action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Ropes & Xxxxx Xxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel Parties substantially in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in the form and substance reasonably satisfactory to the Administrative Agentof Exhibit G; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named, including (i) standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; and (ix) copies of a certified copy of the Acquisition Agreement recent Lien and exhibits, annexes and schedules thereto, duly executed judgment searches in each jurisdiction reasonably requested by the parties thereto, together Administrative Agent with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as respect to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, and invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently simultaneously with the initial Borrowings on the Closing Date, the Borrower shall have executed and delivered an amendment to the ABL Credit Agreement to the ABL Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, permitting, among other things, the incurrence of the Initial Loans hereunder. (d) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Borrower shall have been consummated in taken all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendmentsother necessary actions such that, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions Transaction, (i) Holdings, the Borrower and (B) any amendment the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; than Indebtedness permitted by Section 7.03 and (ii) the Refinancing Borrower shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and outstanding no Equity Interests (iiior securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015other than common stock owned by Holdings. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof).Statements. 97 J. Crew – A&R Term Loan Credit Agreement 97 WEIL:\96135034\1\54457.0006 (gf) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days five (5) days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent them at least seven calendar days ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and as determined by the Administrative Agent Lenders to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to, and of each Issuing Bank to issue Letters of Credit hereunder to, the Borrower on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with this Agreement, duly executed by the requirements hereofBorrower; (ii) the Guaranty and the Security Agreement, in each case, duly executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) confirmation satisfactory to the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) Administrative Agent that certificates, if any, representing the Pledged Equity referred to therein of the Restricted Subsidiaries that constitute Collateral, in each case, accompanied by undated stock powers executed in blank are held by the Term Loan Agent pursuant to the terms of that certain Equal Priority Intercreditor Agreement, dated September 30, 2020, among, inter alios, the Term Loan Agent, Mxxxxx Bank, Ltd. and instruments, if any, evidencing the Pledged Debt indorsed in blankBorrower; (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created a Perfection Certificate duly executed by the foregoing Security Agreement; and (C) copies Borrower on behalf of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyParties; (viA) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (vi) a joinder to the Closing Date Intercreditor Agreement; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties, (y) Helsell Xxxxxxxxx ): Lxxxxx & Wxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agentcertain aspects of Delaware law; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2H; (ix) a certified copy certificate of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as certifying the satisfaction of the Closing Date and as to the matters specified conditions set forth in Sections 4.01(d4.01(c), (ed) and (ig); and (x) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that requested by any Lxxxxx, a Lien on Note in favor of such Collateral may be perfected solely (x) Lxxxxx, duly executed by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of the Facilities, including fees pursuant to the Fee LetterFacility. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness The representations and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization warranties of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) each other Loan Party contained in Article V or any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (fd) The Administrative Agent shall have received Since December 31, 2022, there has been no event or circumstance, either individually or in the Annual Financial Statements aggregate, that has resulted in, and is reasonably expected, individually or in the Quarterly Financial Statements aggregate, to result in a materially adverse effect on the business, operations, assets, liabilities (it being understood actual or contingent) or financial condition of the Administrative Agent hereby acknowledges receipt thereof)Borrower and its Restricted Subsidiaries, taken as a whole. (ge) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall Lenders will have received at least two three Business Days prior to the Closing Date Date, (i) all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (if) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Revolver Refinancing shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesoccurred. (jg) The Borrower Immediately prior to and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under after giving effect to this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement no Default or the Second Lien Loan Documents. (k) The terms and conditions in respect Event of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersDefault exists. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Agent and each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Agent or Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, originals or pdf or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank;; and (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or evidence that all other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created actions, recordings and filings required by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by Collateral Documents that the Administrative Agent with respect and the Collateral Agent may deem reasonably necessary to each Loan Partysatisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Ropes & Xxxxx Xxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case Parties in form and substance reasonably satisfactory to the Administrative Agent; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or mortgagee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have reasonably requested to be so named; (ix) a certified copy copies of the Acquisition Purchase Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such document is documents are in full force and effect as of the Closing Date and as to that the matters condition specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (vc) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely below has been satisfied; and (x) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the filing of a financing statement under the Uniform Commercial Code or (y) subject Administrative Agent with respect to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, and invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been be consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000Purchase Agreement. (d) No Material Adverse Effect (as defined The ABL Intercreditor Agreement and the ABL Facilities Documentation shall each have been duly executed and delivered by each party thereto, and shall be in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015full force and effect. (e) The Specified Representations Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements. (f) The Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (g) The Refinancing shall have been consummated or shall be consummated substantially concurrently with the Closing Date. (h) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, stating that the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that 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. (fi) The Administrative Agent shall have received an amendment agreement in respect of the Annual Financial Statements and Serta Dealer Incentive Agreements providing that the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as security interest thereunder shall have been reasonably requested in writing terminated and the UCC-1 financing statement (filed with the California Secretary of State, file number: 10-7234332924)) by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulationsNational Bedding Company d/b/a Serta Mattress against The Sleep Train, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries Inc. shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangersbeen terminated. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice duly executed by the Borrower delivered as set forth in accordance with Section 2.01(b), which (if delivered prior to the requirements hereofClosing Date) shall be deemed to be conditioned on the consummation of the Transactions; (ii) executed counterparts of this Agreement; (iii) a Note Agreement duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) the Guaranty and the Security Agreement, in each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedulecase, duly executed by each applicable Loan Party thereto, together with:Party; (Aiv) delivery to the Collateral Agent or the Term Loan Agent (as bailee for the Collateral Agent pursuant to the terms of the Closing Date ABL Intercreditor Agreement) of certificates, if any, representing the Pledged Equity referred of the Borrower and the Restricted Subsidiaries that constitute Collateral, in each case, (A) to therein the extent the issuer of such certificate is a corporation or has “opted into” Article 8 of the UCC and (B) accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing evidence that all other actions required under the UCC or other appropriate filing offices terms of each jurisdiction as may be necessary the Security Agreement to perfect the security interests purported to be created by the foregoing Security Agreement have been taken except as specified in Section 6.15 hereof and the Security Agreement; and provided, however, that, each of the foregoing requirements, including the delivery of documents and instruments required pursuant to the terms of the Collateral Documents (Cother than to the extent that a Lien on such Collateral may be perfected (x) copies by the filing of Liena financing statement or financing change statement, bankruptcyas applicable, judgmentunder the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its Subsidiaries to the Collateral Agent or the Term Loan Agent (as bailee for the Collateral Agent pursuant to the terms of the Closing Date ABL Intercreditor Agreement)), copyrightshall not constitute conditions precedent to the Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver, patent or cause to be delivered, such documents and trademark searches in each jurisdiction reasonably requested 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 with respect to each Loan Partyin its reasonable discretion or as provided in Section 6.15); (viv) such (A) certificates of good standing (to the extent such concept exists) standing, or its equivalent, from the applicable secretary of state or other applicable office of the state jurisdiction of organization or formation of the Borrower and each other Loan PartyParty if applicable in the relevant jurisdiction, certificates of (B) |US-DOCS\134569911.8148772134.4|| resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (viivi) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties): Xxxxxx, (y) Helsell Xxxxxxxxx Xxxx & Xxxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form certain aspects of Delaware law and substance reasonably satisfactory to the Administrative AgentCalifornia law; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2;I; and (ixviii) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by certificate from a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and certifying as to the matters specified satisfaction of the conditions in Sections 4.01(dclauses (f), (eg) and (ih) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).below; (b) All all fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness Term Loan Documents and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not Loan Documents required to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to executed on the interests of the Lenders; (ii) the Refinancing Closing Date shall have been consummated duly executed and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the delivered by each Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000Party thereto. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent Lenders shall have received at least two three Business Days prior to the Closing Date (i) all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (ie) The representations and warranties made by confirmation from the Target with respect to the Target and its Subsidiaries Borrower (in the Acquisition Agreement form of an officer’s certificate) that are material prior to or substantially simultaneously with the interests of initial Borrowing on the Lenders Closing Date, the Closing Date Refinancing shall have been or will be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesconsummated. (jf) The Borrower and its Restricted Subsidiaries on the Closing Date, no Default or Event of Default shall have no material outstanding indebtedness for borrowed money other than exist, or would result from the Facilities under this Agreement, proposed Borrowing or from the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under application of the Acquisition Agreement, this Agreement or proceeds therefrom on the Second Lien Loan DocumentsClosing Date. (kg) The terms and conditions since February 1, 2020, there has been no event or circumstance, either individually or in respect of any preferred Equity Interests of the Borroweraggregate, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed resulted in, or is reasonably expected, individually or in the aggregate, 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 result in a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Material Adverse Effect;

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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 or as otherwise set forth in Section 6.16 and on Schedule 1.01A: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) executed counterparts of (x) this Agreement from the Borrower and Holdings and (y) a Committed Loan Notice consent and reaffirmation from each Subsidiary Guarantor in accordance with form and substance reasonably satisfactory to the requirements hereofAdministrative Agent; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (Aiii) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blankblank (it being agreed that this condition has been satisfied by delivery of the Pledged Equity and related stock powers previously delivered to the Collateral Agent pursuant to the Existing Credit Agreement); (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or evidence that all other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lienactions, bankruptcy, judgment, copyright, patent recordings and trademark searches in each jurisdiction reasonably requested by filings that the Administrative Agent with respect and the Collateral Agent may deem reasonably necessary to each Loan Partysatisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Ropes & Xxxxx Xxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel Parties substantially in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in the form and substance reasonably satisfactory to the Administrative Agentof Exhibit G; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named, including (i) standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; and (ix) copies of a certified copy of the Acquisition Agreement recent Lien and exhibits, annexes and schedules thereto, duly executed judgment searches in each jurisdiction reasonably requested by the parties thereto, together Administrative Agent with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as respect to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, and invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently simultaneously with the initial Borrowings on the Closing Date, the Borrower shall have executed and delivered an amendment to the ABL Credit Agreement to the ABL Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, permitting, among other things, the incurrence of the Initial Loans hereunder. (d) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Borrower shall have been consummated in taken all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendmentsother necessary actions such that, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions Transaction, (i) Holdings, the Borrower and (B) any amendment the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; than Indebtedness permitted by Section 7.03 and (ii) the Refinancing Borrower shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and outstanding no Equity Interests (iiior securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015other than common stock owned by Holdings. (e) The Specified Representations Arrangers shall be true have received (i) the Annual Financial Statements and correct in all material respects on and as of (ii) the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesQuarterly Financial Statements. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days five (5) days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent them at least seven calendar days ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and as determined by the Administrative Agent Lenders to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (ig) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement Since February 2, 2013, there shall not have been any effect, change, event or occurrence that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have has had or would reasonably be expected to have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesMaterial Adverse Effect. (jh) The Borrower and its Restricted Subsidiaries Refinancing shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement been consummated or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to consummated substantially concurrently with the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersClosing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) and each Lender’s receipt of the following, each of which shall be originaloriginals, facsimiles or copies in ..pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice duly executed by the Borrower delivered by the time of day set forth in accordance with Section 2.01(b) at least one Business Day prior to the requirements hereofClosing Date, which shall be deemed to be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed counterparts of this Agreementby the Borrower and Holdings; (iii) a Note the Guaranty and the Security Agreement, in each case, duly executed by the Borrower in favor of and each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each other Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (Aiv) certificates, if any, representing the Pledged Equity referred of the Borrower and the Restricted Subsidiaries that constitute Collateral, in each case, (A) to therein the extent the issuer of such certificate has “opted into” Article 8 of the UCC and (B) accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (BA) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company actionapplicable action of the Borrower and each other Loan Party, (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date, and (D) a certificate of a Responsible Officer of the Borrower that the conditions specified in clauses (c), (f) and (g) below have been satisfied or will be satisfied promptly upon the funding of the Initial Term Loans; (viivi) an opinion from the following special counsel to the Loan Parties (xor certain of the Loan Parties): (A) Xxxxxx & Xxxxxxx LLP, with respect to matters of New York, Delaware and Illinois law (B) Xxxxxx, Xxxxx & Bockius LLP, with respect to matters of Pennsylvania law, (C) Xxxxxxx LLP, with respect to matters of Minnesota law, (D) Xxxxxx Bond Xxxxxxxxx (US) LLP, with respect to matters of North Carolina Law, (E) Xxxxxxxx & Xxxxx LLP, New York counsel with respect to the Loan Partiesmatters of Wisconsin law, (yF) Helsell Xxxxxxxxx Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel in Washington, with respect to matters of Washington law and (zG) Xxxxx & XxxxxxXxXxxx Middleton, local counsel in ColoradoProfessional Association, in each case in form and substance reasonably satisfactory with respect to the Administrative Agent;matters of New Hampshire law; and (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower and its Subsidiaries (including the Borrower and its Subsidiaries) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waivedH; provided, however, that, that each of the requirements set forth in clause clauses (viii) and (iv) above, including the delivery of documents and instruments necessary required pursuant to satisfy the terms of the Collateral and Guarantee Requirement Documents (except for the execution and delivery of the Security Agreement and Agreement) and, to the extent that a Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of (1) the Borrower, Borrower and (2) if delivered to the Target Borrower pursuant to the terms of the Acquisition Agreement and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificatesconstituting Pledged Equity, other than stock certificates of the Borrower or any of and its material wholly owned subsidiariesSubsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 ninety (90) days after the Closing Date (or with respect to stock certificates of the Borrower and its Subsidiaries, five (5) Business Days) (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).; provided, further, that that for the avoidance of doubt, the requirement for the execution and delivery of the Loan Documents and certificates by the Acquired Business and its Subsidiaries set forth in clauses (ii), (iii) and (iv) above and paragraph (d) below is not a condition precedent under this Section 4.01, it being agreed that each Loan Document (and related authorizing resolutions) and certificate to be executed and/or delivered on the Closing Date by or on behalf of a Loan Party other than the Borrower (a “Post-Closing Loan Party”), will be executed and delivered in escrow prior to the consummation of the Acquisition and released from escrow upon funding of the Initial Term Loans and consummation of the Acquisition and upon such release, each Post-Closing Loan Party will be deemed to have made the Company Specified Representations with respect to itself; (b) All fees and expenses required to be paid hereunder on the Closing Date (and all fees and expenses required to be paid under the Commitment Letter, the Agent Fee Letter, the Lender Fee Letter and the First Lien Fee Letter on the Closing Date) and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to Facilities (and the Administrative Agent shall have received a fully executed copy of the Agent Fee Letter.); (c) Prior Confirmation from the Borrower (in the form of an officer’s certificate) that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, , (i) each of the following shall have been or will be consummated: the Equity Contribution; the incurrence of the First Lien Term Loans; and the Closing Date Refinancing; (ii) the Acquisition shall have been or will be consummated in all material respects in accordance with the terms of the Acquisition Agreement Agreement; and (without giving effect to any amendmentsiii) since its execution, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement has not been amended, waived or modified (whether pursuant to the Borrower’s consent or otherwise) in any respect in a manner that is materially adverse to the Lenders interests of Initial Lender and the other Lenders, in their respective capacities as such such, without the consent of the Arrangers, Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided that each Lender shall be deemed to have consented to such amendment, waiver or modification unless it shall object in writing thereto within five Business Days of receipt of written notice of such amendment, waiver or modification; provided further that (A) any increase or a reduction in the purchase price under the Acquisition Agreement (or amendment to the Acquisition Agreement pursuant to which such reduction is made) shall be deemed not to be materially adverse to the interests of the Lenders and will be allocated (1) first, to a reduction in the Equity Contribution until the Equity Contribution equals the Minimum Equity Contribution and (2) thereafter to a percentage reduction to the Equity Contribution equal to the Minimum Equity Contribution, with the balance reducing any amounts to be funded under the First Lien Credit Agreement issued on the Closing Date (and when such funded amounts are reduced to zero to a reduction to the Initial Term Loans), (B) any amendment or waiver to the terms of the Acquisition Agreement that has the effect of increasing the cash purchase price thereunder to be paid on the Closing Date by the Borrower thereunder shall not be deemed to be materially adverse to the interests of the Lenders so long as if such increase is not funded with Indebtedness for borrowed money incurred on the Closing Date, (iC) any increase change to, or waiver with respect to, any “marketing period” or similar provisions in the purchase price Acquisition Agreement shall not be funded with additional indebtedness deemed not to be materially adverse to the interests of the Lenders, and (iiD) any reduction shall be allocated (x) firstchange to, to reduce the amount of any EMC Parent Preferred Units and (y) secondor waiver with respect to, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Company Material Adverse Effect,” set forth the definition of “Outside Date” or the “Xerox” provisions contained in the Acquisition Agreement without (in each case, as in effect on the prior written consent date of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayedAcquisition Agreement) shall will be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in The First Lien Credit Documents required to be executed on the Acquisition Agreement) Closing Date shall have occurred or arisen since April 21, 2015been duly executed and delivered by each Loan Party thereto. (e) The Lenders and the Administrative Agent shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (f) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the date of the Closing Date; provided that, a failure of an Acquisition Agreement Representation to be accurate will not result in a failure of a condition precedent under this Section 4.01 or a Default or an Event of Default, unless such failure results in a failure of a condition precedent to the Borrower’s obligation to consummate the Acquisition or such failure gives the Borrower the right (taking into account any notice and cure provisions) to terminate its obligations pursuant to the terms of the Acquisition Agreement; provided, further, that to the extent that such representations the Acquisition Agreement Representations and warranties the Specified Representations specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that date and any such 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers There shall not have received the Pro Forma Financial Statements. occurred a Material Adverse Change (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries defined in the Acquisition Agreement Agreement) that are material would result in the failure of a condition precedent to the interests of Borrower’s obligations to consummate the Lenders shall be true and correct in all material respects, but only to Acquisition under the extent Acquisition Agreement or that Holdings or its applicable affiliates have or would have give it the right (taking into account any applicable notice and cure provisions) to terminate their its obligations under pursuant to the terms of the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesAgreement. (jh) The Borrower and its Restricted Subsidiaries Initial Lender shall have no material outstanding indebtedness for borrowed money received: (i) an unaudited balance sheet and related statements of income (or operations) and cash flows of the Acquired Business as of the end of each fiscal quarter (other than the Facilities under this Agreementfourth fiscal quarter of any fiscal year) ended after June 30, 2019 and at least 60 days prior to the Second Lien Term Facility and indebtedness permitted Closing Date, in each case, to be incurred and remain outstanding under the extent delivered to the Borrower pursuant to the terms of the Acquisition Agreement, this Agreement or the Second Lien Loan Documents.; and (kii) The terms an unaudited pro forma consolidated balance sheet and conditions in respect of any preferred Equity Interests related pro forma income statement of the BorrowerAcquired Business as of and for the four consecutive quarter period ending on the last day of the most recently completed fiscal quarter period of the Acquired Business for which financial statements have been delivered, Holdingsor are required to be delivered, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory under clause (i) above, in each case, giving effect to the Arrangers; Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement), it being agreed that such pro forma financial statements need not comply with Regulation S-X under the terms and conditions U.S. Securities Act of the EMC Parent Preferred Units are satisfactory to the Arrangers1933, as amended, or include purchase accounting adjustments. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)11.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction prior to (or waiversubstantially simultaneously with) the consummation of the Transactions, or due waiver in accordance with Section 11.01, of only each of the following conditions precedent: (a1) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in.pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Parties (as applicable): (ia) a Committed Loan Notice in accordance with the requirements hereof[reserved]; (iib) executed counterparts of (i) this Agreement; (iii) a Note executed Agreement by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; and (iv) a copy of the Organization Documents in relation to each Loan Party; (vii) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed Guaranty by each Loan Party (other than the Borrower); (c) executed counterparts of the Perfection Certificate, the Security Agreement and the Intellectual Property Security Agreements by each Loan Party party thereto, together with: with (Ai) the certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; blank and (Bii) proper UCC financing statements (Form UCC-1 or the equivalent) naming each Loan Party in appropriate form for filing under the UCC or other appropriate filing in the offices of each jurisdiction as may be necessary specified in Section I.A to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyPerfection Certificate; (vid) such certificates of good standing (to the extent such concept existsapplicable) from the applicable secretary of state (or such other office) of the state of the jurisdiction of organization of each Loan Party, ; customary certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or or other certificates of Responsible Officers of each such Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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, in the case of the Borrower including a certificate by a Responsible Officer of the Borrower that the conditions specified in clause (3) and (5) below have been satisfied; (viie) an opinion from (xi) Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, special counsel to the Loan Parties and (ii) LeClairRyan, special New York Jersey counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiif) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2I; (ixg) a certified copy of the Acquisition Agreement and exhibitscustomary insurance certificates and, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide obtain the same, related endorsements, with respect to all material property and liability insurance required to be maintained pursuant to Section 6.07 and naming the Collateral Agent as lender loss payee and/or additional insured, as applicable, under each such items on or prior insurance policy with respect to such insurance; and (h) copies of recent Lien and judgment searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b2) All fees and expenses required to be paid hereunder (andon the Closing Date, with respect in the case of expenses and legal fees to expenses, the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) , shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e3) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent Lenders shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act that in each case has been requested in writing by them at least five days prior to the Closing Date. (i4) The representations and warranties made Administrative Agent shall have received a certificate signed by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests a Responsible Officer of the Lenders shall be true Borrower certifying as to Sections 4.02(1) and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers3). Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, (x) 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.thereto and (y) transactions occurring (or to occur) on the Closing Date in accordance with, and as expressly set forth in, the funds flow memorandum delivered to (and approved by) the Administrative Agent shall be deemed to occur and have occurred substantially simultaneously with the initial Borrowing

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank;; and (B) proper financing statements (Form UCC-1 UCC‑1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (xw) Xxxxxxxx & Xxxxx LLP, New York and Illinois counsel to the Loan Parties, Parties and (yx) Helsell Xxxxxxxxx LLPXxxxxxxx Xxxxxxx Van Deuren s.c., local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in ColoradoWisconsin, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2D‑2; (ix) a certified copy copies of the Acquisition Agreement and exhibits, annexes exhibits and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is documents are in full force and effect as of the Closing Date and as to that the matters conditions specified in Sections 4.01(d4.01(c), (d), (e) and (i) have been satisfied or waived; and provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or Code, (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, Borrower and the Target and any of their respective wholly owned Domestic Subsidiaries Guarantors to the extent possession of such stock certificates or other certificates perfects a security interest therein or (provided that such stock certificates, other than stock certificates of z) by a filing with the Borrower United States Patent and Trademark Office or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the TargetUnited States Copyright Office) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)Date) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such Commitment Parties without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (x) any decrease in the Acquisition Consideration (other than (A) pursuant to any increase purchase price or reduction similar adjustment provisions set forth in the purchase price Acquisition Agreement or (B) any decrease of total Acquisition Consideration to the extent such decrease is applied to reduce the amount of the Term Facility, the First Lien Term Facility and the Equity Contribution on a pro rata basis) shall not be deemed to be materially adverse to the Lenders so long as interests of the Commitment Parties, (iy) any increase in the purchase price consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Commitment Parties so long as funded with additional indebtedness through an increase in the Equity Contribution and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (Bz) any amendment or other modification to the definition of “Company Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (iiiii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iiiiv) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 310,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,00040,000,000. (d) No Since March 16, 2014, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015and continue to be in existence. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money anti‑money laundering rules and regulations, including the USA Patriot ActAct that has been requested by the Administrative Agent in writing at least 10 days prior to the Closing Date. (i) The representations and warranties made by the Target or with respect to the Target and its Subsidiaries Company in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings the Parent or its applicable affiliates have or would have the right (taking into account determined without regard to any applicable cure provisionsnotice requirement) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction prior to (or waiversubstantially simultaneously with) the consummation of the Acquisition, or due waiver in accordance with Section 11.01, of only each of the following conditions precedent: (a1) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in.pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Parties (as applicable): (ia) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of Notice, which may be delivered on or prior to the Closing Date; (ivb) a copy executed counterparts of (i) this Agreement by the Organization Documents in relation to each Loan Party; Borrower and (vii) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed Guaranty by each Loan Party (other than the Borrower); (c) subject to the Certain Funds Provision, executed counterparts of the Perfection Certificate, the Security Agreement and the Intellectual Property Security Agreements by each Loan Party party thereto, together with: with (Ai) the certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; blank and (Bii) proper UCC financing statements (Form UCC-1 or the equivalent) naming each Loan Party in appropriate form for filing under the UCC or other appropriate filing in the offices of each jurisdiction as may be necessary specified in Section I.A to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyPerfection Certificate; (vid) such certificates of good standing (to the extent such concept existsapplicable) from the applicable secretary of state (or such other office) of the state of the jurisdiction of organization of each Loan Party, ; customary certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or or other certificates of Responsible Officers of each such Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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, in the case of the Borrower including a certificate by a Responsible Officer of the Borrower that the conditions specified in clause (3) and (5) below have been satisfied; (viie) an opinion from (xi) Xxxxxxxx Lxxxxx & Xxxxx Wxxxxxx LLP, special counsel to the Loan Parties and (ii) LeClairRyan, special New York Jersey counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiif) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2I; (ixg) a certified copy of the Acquisition Agreement and exhibitscustomary insurance certificates and, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide obtain the same, related endorsements, with respect to all material property and liability insurance required to be maintained pursuant to Section 6.07 and naming the Collateral Agent as lender loss payee and/or additional insured, as applicable, under each such items on or insurance policy with respect to such insurance; and (h) copies of recent Lien and judgment searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties to the extent requested by the Lead Arrangers no less than 30 days prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Date; (b2) All fees and expenses required to be paid hereunder (andon the Closing Date, with respect in the case of expenses and legal fees to expenses, the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) , shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c3) Prior Confirmation from the Borrower that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, Date (ia) the Acquisition shall have been be consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (iib) the Closing Date Refinancing shall have been consummated and all security interests and guarantees in connection therewith consummated. (4) The Lenders shall have been terminated received all outstanding documentation and released; and (iii) other information about the Loan Parties shall have entered into required under applicable “know your customer” and anti-money laundering rules and regulations, including the First Lien Loan Documents providing for USA PATRIOT Act that in each case has been requested in writing by them at least five days prior to the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000Closing Date. (d5) No Since June 30, 2014, there have been no events, changes, circumstances, developments or occurrences which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015.that would result in the failure of a condition precedent to your obligation to consummate the Acquisition under the Acquisition Agreement (e6) The Acquisition Agreement Representations and the Specified Representations shall be true and correct accurate in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date; provided thatprovided, that to the extent that such representations and warranties any Acquisition Agreement Representation specifically refer refers to an earlier date, they it shall be true and correct in all material respects as of such earlier date; provided, further, that a failure of any representation and warranty that is qualified as Acquisition Agreement Representation to “materiality,” “Material Adverse Effect” or similar language shall be true and correct shall not (after giving effect a) result in a failure of the condition to any qualification therein) in all respects the initial availability of the Facilities on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about or (b) result in a Default or Event of Default, unless, in each case, such failure results in a failure of a condition precedent to the Borrower’s obligation to consummate the Acquisition pursuant to the terms of the Acquisition Agreement, or such failure gives the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their its obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesAgreement. (j7) The Borrower and its Restricted Subsidiaries Administrative Agent shall have no material outstanding indebtedness for borrowed money other than received the Facilities under this AgreementQuarterly Financial Statements, in each case, in the Second Lien Term Facility form and indebtedness permitted to be incurred and remain outstanding under the extent received by the Borrower pursuant to the terms of the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, (x) 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.thereto and (y) transactions occurring (or to occur) on the Closing Date in accordance with, and as expressly set forth in, the funds flow memorandum delivered to (and approved by) the Administrative Agent shall be deemed to occur and have occurred substantially simultaneously with the initial Borrowing

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date occasion of the initial Borrowing is subject to the satisfaction (or waiver) of the conditions set forth in Section 3.02 and receipt by the Agent of the following conditions precedent:(in sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Lender and retention of one counterpart by the Agent): (a) The Administrative Agent’s from each of the parties hereto of either (ori) a duly executed counterpart of this Agreement signed by such party or (ii) a telex or facsimile transmission of such dully executed counterpart stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to the Agent or its counsel; (b) a duly executed Revolving Credit Note for the account of each Lender complying with the provisions of Section 2.03; (c) a duly executed Subsidiary Guaranty for each Domestic Subsidiary; (d) an opinion (together with any opinions of local counsel relied on therein) of Ropes & Gxxx, counsel for the Borrower and each Domestic Subsidiary, dated the date of the initial Borrowing, substantially in the case form of clause Exhibit 3.01(d) and covering such additional matters relating to the transactions contemplated hereby as the Agent or any Lender may reasonably request; (v)(A)e) a certificate, dated the date of the initial Borrowing, signed by a principal financial officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the date of the initial Borrowing, and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the date of the initial Borrowing hereunder; (f) all documents which the Agent or any Lender may reasonably request relating to the existence of the Borrower and each Domestic Subsidiary, the Designated First Lien Representative’scorporate authority for and the validity of this Agreement and the Notes and the other Loan Documents, in accordance with the Closing Date Intercreditor Agreement) receipt of the followingand any other matters relevant hereto, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each all in form and substance reasonably satisfactory to the Administrative Agent,, including, without, limitation, a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower and each Domestic Subsidiary, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower and each Domestic Subsidiary authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) a Committed Loan Notice in accordance with the requirements hereof; Borrower's and each Domestic Subsidiary's Certificate of Incorporation, (ii) executed counterparts of this Agreement; the Borrower's and each Domestic Subsidiary Bylaws, (iii) a Note executed by certificate of the Secretary of State of The Commonwealth of Massachusetts as to the good standing of the Borrower in favor of and each Lender that has requested Domestic Subsidiary organized as a Note at least two Business Days in advance of the Closing Date; Massachusetts corporation, and (iv) a copy the action taken by the Board of Directors of the Organization Documents in relation to Borrower and each Loan Party; (v) Domestic Subsidiary authorizing the Security Borrower's and each Domestic Subsidiary execution, delivery and performance of this Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 Notes and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that each Domestic Subsidiary 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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.party;

Conditions to Initial Borrowing. The obligation of each Lender the Lenders to close this Credit Agreement and make a Loan initial Loans hereunder on the Closing Date is subject to the satisfaction (or waiver) of such of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its all material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items respects on or prior to the Closing Date without undue burden or expense if as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below in form and substance satisfactory to the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).and each of the Lenders: (a) the Administrative Agent shall have received multiple counterparts hereof signed by each of the parties hereto; (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) Administrative Agent shall have been paid from received duly executed Notes for the proceeds account of the initial fundings under the Facilities, including fees pursuant to the Fee Letter.each Lender that requests Notes; (c) Prior the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders; (d) the Administrative Agent shall have received the certificate or substantially concurrently articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent date by the Secretary of State of the state of formation of the Borrower; (e) the Administrative Agent shall have received a certificate of good standing (or certificate of similar meaning) with respect to the initial Borrowing Borrower issued as of a recent date by the Secretary of State of the state of formation of the Borrower and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (f) the Administrative Agent shall have received a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and deliver the Credit Documents to which the Borrower is a party and authorized to execute and deliver on behalf of the Closing DateBorrower Loan Notices; (g) the Administrative Agent shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party; (h) the Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the Acquisition shall have been consummated representations and warranties in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be Article V hereof are true and correct in all material respects on and as (or in the case of the Closing Date; provided thata representation or warranty qualified by materiality, 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 respects), and (ii) no Default or Event of such earlier date; provided, further, that any representation Default has occurred 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.continuing; (fi) The the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel); (j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Annual Financial Statements and the Quarterly Financial Statements Borrower; (it being understood k) the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers and the Lenders shall have received (i) the Pro Forma Financial Statements.financial statements reference in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019; (hl) The the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent shall have received Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, at least two five (5) Business Days prior to the Closing Date all documentation and other information about date of closing; (m) the Borrower and the Guarantors as each other Credit Party shall have been reasonably provided all information requested in writing by the Administrative Agent at least seven calendar days prior and each Lender in order to the Closing Date and as determined by the Administrative Agent to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act.; (in) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries; (o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and (p) In the good faith, reasonable judgment of the Administrative Agent: (i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches; (ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019; (iii) the proposed Closing Date specifying Borrower and its objection theretoSubsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound; (iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan its Initial Borrowing hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The the Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Initial Funding Date (or, in form and substance reasonably satisfactory to the Administrative Agent,case of certificates of governmental officials, a recent date before the Initial Funding Date): (i) a Committed Loan Notice in accordance with executed counterparts of the requirements hereofGuaranty; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note Note, with such requests provided to the Borrower at least two Business Days in advance of prior to the Closing Initial Funding Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificatesexcept to the extent delivered to the First Lien Administrative Agent, if any, certificates representing the Pledged Equity Securities (if any) referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Intercompany Notes and any Pledged Debt Collateral required to be delivered to the Administrative Agent pursuant to the Security Agreement, in each case, indorsed in blank;, (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party Financing Statements in form appropriate for filing under the UCC or other appropriate filing offices Uniform Commercial Code of each jurisdiction as may be all jurisdictions that are necessary in order to perfect the security interests purported to be Liens created by under the foregoing Security Agreement; and, covering the Collateral described in the Security Agreement, (C) certified copies of LienUCC, bankruptcyUnited States Patent and Trademark Office, judgmentUnited States Copyright Office, copyrighttax and judgment lien searches, patent bankruptcy and trademark pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party or Qualified Subsidiary as debtor and that are filed in each jurisdiction reasonably requested those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01 or any other Liens acceptable to the Administrative Agent with respect to each Loan PartyAgent), and (D) a completed and executed Perfection Certificate substantially in the form of Exhibit I-1; (viiv) a solvency certificate in the form of Exhibit K executed and delivered by the chief financial officer of the Borrower; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 DateAdministrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and its Restricted Subsidiaries is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; (vii) an the opinion from (x) of Xxxxxxx, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory addressed to the Administrative AgentAgent and each Lender and substantially in the form provided to the Lenders prior to the Signing Date; (viii) a solvency certificate from the chief financial officeropinion of XxXxxxxxx Will & Xxxxx LLP, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect local counsel to the Transactions) Loan Parties in Texas, addressed to the Administrative Agent and each Lender and substantially in the form attached hereto as Exhibit D-2provided to the Lenders prior to the Signing Date; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified financial statements referenced in Sections 4.01(d), (e5.05(a) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely d); (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Junior Lien Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved fully executed by the First Lien Administrative Agent Agent, the Administrative Agent, and acknowledged by the Loan Parties; and (xi) a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions set forth in its reasonable discretionSections 4.01(f) and (g). (b) All fees and expenses required to be paid hereunder to the Administrative Agent, the Lead Arrangers and the Lenders on or before the Initial Funding Date shall have been paid. (andc) Unless waived by the Administrative Agent, the Borrower shall have paid all applicable expenses (including the reasonable and invoiced fees and disbursements of counsel (with respect such invoices provided to expenses, invoiced the Borrower at least two Business Days before prior to the Closing Date (except as otherwise reasonably agreed by the BorrowerInitial Funding Date)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees that are due pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayedSection 11.05(a); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in Substantially concurrently with the Acquisition Agreement) Initial Borrowings on the Initial Funding Date, the initial borrowing under the First Lien Facilities shall have occurred or arisen since April 21, 2015be consummated. (e) The Specified Representations Refinancing shall have been or shall substantially concurrently with the Initial Borrowing on the Initial Funding Date be consummated, and the Administrative Agent shall have received, or substantially concurrently with the Initial Borrowings on the Initial Funding Date shall receive, (i) evidence of the discharge of the indentures governing the Senior Secured Notes and the Parent Notes, (ii) UCC-3 termination statements with respect to all Liens securing the Senior Secured Notes and the Existing Credit Agreement and (iii) a customary “payoff letter” for the Existing Credit Agreement. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Closing Initial Funding Date; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, (except that any representation and warranty that is qualified as to “materiality,” or “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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesearlier date. (jg) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than No Default would result from the Facilities under this Agreement, Initial Borrowing or from the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests application of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 theretoproceeds thereof.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder extend credit to Borrowers on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrowers and the Lead Arrangers: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice duly executed by the Borrower Representative delivered as forth in accordance with Section 2.01(b), which (if delivered prior to the requirements hereofClosing Date) shall be deemed to be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed counterparts of this Agreementby Holdings, Parent and the Borrowers; (iii) a Note the Guaranty and the Security Agreement, in each case, duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Dateapplicable Loan Party; (iv) a copy of subject to the Organization Documents in relation to each Loan Party; (v) the Security AgreementIntercreditor Agreements, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred of the Borrower and the Restricted Subsidiaries that constitute Collateral, in each case, (A) to therein the extent the issuer of such certificate is a corporation or has “opted into” Article 8 of the UCC and (B) accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing evidence that all other actions required under the UCC or other appropriate filing offices terms of each jurisdiction as may be necessary the Security Agreement to perfect the security interests purported to be created by the foregoing Security Agreement have been taken except as specified in Section 6.15 hereof and the Security Agreement; and provided, however, that, each of the foregoing requirements, including the delivery of documents and instruments required pursuant to the terms of the Collateral Documents (Cother than to the extent that a Lien on such Collateral may be perfected by the filing of a financing statement or financing change statement under the Uniform Commercial Code), shall not constitute conditions precedent to the Borrowing on the Closing Date after the Borrowers’ use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower Representative 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) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested days after the Closing Date (subject to extensions approved by the Administrative Agent with respect to each Loan Partyin its reasonable discretion); (viv) such (A) certificates of good standing (to the extent such concept exists) standing, or its equivalent, from the applicable secretary of state or other applicable office of the state jurisdiction of organization or formation of the Borrowers and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrowers and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrowers and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (viivi) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties, (y) Helsell Xxxxxxxxx ): Xxxxxx & Xxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agentcertain aspects of Delaware law; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Representative as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrowers substantially in the form attached hereto as Exhibit D-2I; (ixviii) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by certificate from a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and Representative certifying as to the matters specified satisfaction of the condition in Sections 4.01(d), clause (eg) and (iwith respect to the Specified Representations only) have been satisfied or waivedbelow; provided, however, that, each of with respect to the requirements set forth in clause clauses (iii), (iv) and (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code each document or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be instrument required to be delivered on executed by the Closing Date only Acquired Business, such execution shall not be a condition to the extent the stock certificates funding of the Target’s wholly owned Domestic Subsidiaries are received from Initial Term Loans, it being agreed that such documents shall be executed and delivered within the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent time periods set forth in its reasonable discretion).Section 6.11; (b) All all fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)Borrowers) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter.; (c) Prior the ABL Incremental Amendment, required to be executed on the Closing Date shall have been duly executed and delivered by each Loan Party required to execute such documents pursuant to the terms thereof; (d) the Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrowers qualify as “legal entity customers” a Beneficial Ownership Certification, that in each case has been reasonably requested in writing at least ten Business Days prior to the Closing Date; (e) confirmation from the Borrower Representative (in the form of an officer’s certificate) that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, , (i) each of the following shall have been or will be consummated: the Equity Contribution and the Closing Date Refinancing; (ii) the Acquisition shall have been or will be consummated in all material respects on or prior to April 12, 2023 (or, if the “End Date” is extended pursuant to the Acquisition Agreement in accordance with the terms of the Acquisition Agreement Agreement, five Business Days after the “End Date” as so defined in the Acquisition Agreement); and (without giving effect to any amendmentsiii) since its execution, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement has not been amended, waived or modified (whether pursuant to the Borrowers’ consent or otherwise) in any respect in a manner that in the aggregate is materially adverse to the Lenders interests of the Lenders, in their respective capacities as such such, without the consent of the Arrangers, Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided provided, that (Ai) any increase or a reduction in the purchase price shall under the Acquisition Agreement (or amendment, supplement or modification to the Acquisition Agreement pursuant to which such reduction is made) will be deemed not to be materially adverse to the interests of the Lenders and will be allocated (1) first, to a reduction in the Equity Contribution until the Equity Contribution equals the Minimum Equity Contribution and (2) thereafter to a percentage reduction to the Equity Contribution equal to the Minimum Equity Contribution, with the balance reducing any amounts to be funded under the 2023-A First Lien Term Loans, (ii) any amendment, supplement, modification or waiver to the terms of the Acquisition Agreement that has the effect of increasing the cash purchase price thereunder to be paid on the Closing Date will not be deemed to be materially adverse to the Commitment Parties if such increase is not funded with indebtedness for borrowed money incurred on the Closing Date (other than the 2023-A First Lien Term Loans), (iii) any amendment, supplement or modification to, or waiver with respect to, any “marketing period,” or similar provisions in the Acquisition Agreement will be deemed not to be materially adverse to the Lenders, (iv) any contingent cash payments make in connection with “Contingent Value Rights” (as defined in the Acquisition Agreement as in effect on July 5, 2022) will not be deemed to be materially adverse to the Lenders so long as and will not be deemed a material or adverse modification and (iv) any increase in the purchase price shall not be funded amendment, supplement or modification to, or waiver with additional indebtedness and (ii) any reduction shall be allocated (x) firstrespect to, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Company Material Adverse Effect,” set forth the definition of “End Date” (other than any extension thereof contemplated by the Acquisition Agreement as in effect on the date hereof) or the “Xerox” provisions contained in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheldin each case, conditioned or delayedas in effect on July 5, 2022) shall will be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000.; (df) No there shall not have occurred and be continuing a Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred that would result in the failure of a condition precedent to the Parent’s obligations to consummate the Acquisition under the Acquisition Agreement or arisen since April 21, 2015.that would give it the right (taking into account any notice and cure provisions) to terminate its obligations pursuant to the terms of the Acquisition Agreement; (eg) The the Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the date of the Closing Date; provided that, a failure of an Acquisition Agreement Representation to be accurate will not result in a failure of a condition precedent under this Section 4.01 or a Default or an Event of Default, unless such failure results in a failure of a condition precedent to the Parent’s (or its affiliates’) obligation to consummate the Acquisition or such failure gives the Parent the right (taking into account any notice and cure provisions) to terminate its (or its affiliates’) obligations pursuant to the terms of the Acquisition Agreement; provided, further, that to the extent that such representations the Acquisition Agreement Representations and warranties the Specified Representations specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that date and any such 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements.; (h) The Administrative Agent the Lead Arranger shall have received received: (i) an audited balance sheet and related statements of earnings (loss) and comprehensive income (loss) and cash flows of the Acquired Business (or a direct or indirect parent thereof) as of the end of the three most recently ended fiscal years ended at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar 90 days prior to the Closing Date Date, in each case to the extent delivered to the Parent pursuant to the terms of the Acquisition Agreement; (ii) an unaudited balance sheet and related statements of earnings (loss) and comprehensive income (loss) and cash flows of the Acquired Business (or a direct or indirect parent thereof) as determined by of the Administrative Agent end of each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended after the date of the most recent financial statements delivered pursuant to clause (a) above and at least 45 days prior to the Closing Date, in each case, to the extent delivered to the Parent pursuant to the terms of the Acquisition Agreement; and (iii) an unaudited pro forma balance sheet as of the most recently completed fiscal quarter and related pro forma income statement of Parent (or a direct or indirect parent thereof) as of and for the most recently completed four fiscal quarter period ending on the last day of the most recently completed fiscal quarter for which financial statements have been delivered, or are required to be delivered, under clauses (a) or (b) above respectively, in each case, giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the income statement), it being agreed that such pro forma financial statements need not comply with Regulation S-X under the U.S. Securities Act of 1933, as amended, or include purchase accounting adjustments. The Lead Arranger hereby acknowledges receipt of the financial statements of the Parent and the Acquired Business required under applicable “know your customer” pursuant to clause (a) above for the fiscal years ended December 31, 2019, December 31, 2020 and anti-money laundering rules December 31, 2021 and regulationspursuant to clause (b) above for the fiscal quarter ended March 31, including the USA Patriot Act2022. (i) The representations Borrowers shall have (i) purchased $1,000 of CoBank equity or (ii) been assigned CoBank equity held by certain of its affiliates, in each case pursuant to CoBank’s customary procedures (and warranties made by the Target with respect CoBank agrees to the Target facilitate any such purchase or assignment and its Subsidiaries execute any documents required in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesconnection therewith). (j) The Borrower and its Restricted Subsidiaries Borrowers shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second paid or caused to be paid (or shall pay or cause to be paid substantially concurrently with such Borrowing of 2023-A First Lien Term Facility Loans) all accrued and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second unpaid 2023-A First Lien Loan Documents. (k) The terms and conditions in Ticking Fees with respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers2023-A First Lien Term Facility. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,party thereto: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement and the Term Loan Guarantee; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two three (3) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each other Collateral Document and each other document set forth on Schedule 4.01(a) 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: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; (B) [Reserved]; (C) evidence that all other registrations, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been prepared in proper form (including Uniform Commercial Code and PPSA financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created and certified statements issued by the foregoing Security AgreementQuebec Register of Personal Movable Property Rights); and (CD) copies of Lien, bankruptcy, judgment, copyright, patent the Perfection Certificate executed and trademark searches in each jurisdiction reasonably requested delivered by the Administrative Agent with respect to each Loan PartyParty party thereto; (viv) such (A) certificates of good standing (to the extent such concept existsis known in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers Party and (B) a certificate of each Loan Party Party, dated the Closing Date and executed by a Responsible Officer of such Loan Party, which shall (1) certify that attached thereto is a true and complete copy of the resolutions of the its board of directors, board members or other governing body authorizing the execution, delivery and performance of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (2) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party or is to be a party on the Closing DateDate and (3) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or equivalent thereof) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement (or equivalent thereof) and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date); (viivi) (A) an opinion from (x) Xxxxxxxx & Xxxxx Sidley Austin LLP, New York special counsel to the Loan Parties and (B) an opinion from Enterprise Business Law Group, LLC, Virginia counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Parent (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy to the extent required by Section 6.07; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived[Reserved]; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely and (x) copies of recent Lien search results in each jurisdiction reasonably agreed by the filing of a financing statement under Borrower and the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion)Agent. (b) All fees and expenses required to be paid hereunder (or under the Engagement Letter and, with respect to in the case of expenses, invoiced for which reasonably detailed invoices have been presented at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) Date, shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000.[Reserved] (d) No Material Adverse Effect (as defined in the Acquisition Agreement) The ABL Intercreditor Agreement shall have occurred or arisen since April 21, 2015been duly executed and delivered by the Loan Parties and the ABL Administrative Agent. (e) The Specified Representations Administrative Agent shall have received (i) audited consolidated balance sheets of Parent and its Subsidiaries for the most recently completed fiscal year ended at least ninety (90) days prior to the Closing Date and the related statements of operations, statements of stockholders’, equity and cash flows of Parent and its Subsidiaries, for the most recently completed fiscal year ended at least ninety (90) days prior to the Closing Date, accompanied by a report thereon (which report shall be unqualified as to “going concern” and scope of audit) by its independent registered public accountants (such balance sheet and statement of income referred to in this clause (i), collectively, the “Annual Financial Statements”) and (ii) an unaudited consolidated balance sheet and related statements of operations and cash flows of Parent and its Subsidiaries, for each subsequent fiscal quarter occurring after the last fiscal year for which audited financial statements are required to be provided pursuant to the preceding clause (i) ended at least forty-five (45) days before the Closing Date (such balance sheet and statement of operations and cash flows referred to in this clause (ii), collectively, the “Quarterly Financial Statements”). (f) The Arrangers shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least ten (10) days prior to the Closing Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Datedate of such Borrowing; 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 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. (fh) The Administrative Agent On and after giving effect to the Transactions on the Closing Date, no Default or Event of Default shall have received the Annual Financial Statements occurred and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangerscontinuing. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction (or waiver) due waiver in accordance with Section 11.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent or as otherwise set forth on Schedule 6.16: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Party: (i) a Committed Loan Notice in accordance with Notice, which must be delivered at least (A) by noon New York City time two (2) Business Days prior to the requirements hereofClosing Date if the Borrowing on the Closing Date will be of Eurodollar Rate Loans or (B) one (1) Business Day prior to the Closing Date if the Borrowing on the Closing Date will be of Base Rate Loans; (ii) executed counterparts of this Agreement, the Security Agreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a4.01(a)(iii) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt accompanied by undated allonges, indorsed in blank;; and (B) proper UCC-1 financing statements (Form UCC-1 or the equivalent) naming each Loan Party as debtor for filing under in the UCC or other appropriate filing offices jurisdiction of each jurisdiction organization of such Loan Party as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viiv) an opinion from (x) Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, special New York and Delaware counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2I; (vii) copies of a recent Lien and judgment 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 15 days prior to the Closing Date; (viii) customary payoff letters reflecting the amounts required to fully repay all outstanding Indebtedness and providing for the termination of all commitments under the Existing Credit Agreements and, subject to the receipt of the specified repayment amounts, the release of all liens, if any, in connection therewith; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly Note executed by the parties thereto, together with Borrower in favor of each Lender requesting a certification Note at least three (3) Business Days prior to the Closing Date; (x) a certificate signed by a Responsible Officer of the Borrower certifying that such document is in full force and effect as of the Closing Date and as to the matters conditions specified in Sections 4.01(d), (e4.01(f) and (ih) have been satisfied or waivedsatisfied; and (xi) the Global Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and the wholly owned Restricted Subsidiaries, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, each of that the requirements set forth in clause (vvii) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) above shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause causes to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 thirty (30) days after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder on the Closing Date (and, with respect and all fees and expenses required to expenses, be paid under the Fee Letters and otherwise as separately agreed in writing by the Borrower and any Agent on the Closing Date) to the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) The Second Lien Credit Documents required by the terms of the Second Lien Credit Agreement to be executed on the Closing Date, shall have been duly executed and delivered by each Loan Party thereto, shall be in full force and effect and shall be on terms reasonably satisfactory to each Lead Arranger, and the Administrative Agent shall have received a certified copy of the executed Second Lien Credit Agreement. Prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Borrower shall have been consummated received at least $270,000,000 in all material respects in accordance gross cash proceeds from the Second Lien Term Loan. (d) Substantially simultaneously with the terms of initial Borrowing on the Acquisition Agreement (without giving effect to any amendmentsClosing Date, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the ArrangersHoldings, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to shall have outstanding no material Indebtedness for borrowed money other than (A) the Transactions and Loans, (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth Second Lien Term Loan and (C) Indebtedness permitted by Section 7.03(g) that is disclosed in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015Quarterly Financial Statements. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent Lenders shall have received at least two Business Days three (3) calendar days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been Loan Parties reasonably requested in writing by the Administrative Agent them at least seven calendar days five (5) Business Days prior to the Closing Date and as determined by the Administrative Agent in order to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (if) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respectsrespects (or, but only if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesClosing Date. (jg) The Borrower and its Restricted Subsidiaries Intercreditor Agreement shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreementbeen duly executed and delivered by each party thereto, the Second Lien Term Facility and indebtedness permitted to shall be incurred in full force and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documentseffect. (kh) The terms and conditions in respect of any preferred Equity Interests As of the BorrowerClosing Date, Holdings, Parent no Default or any Event of their direct or indirect parent holding companies Default shall have occurred and be reasonably satisfactory continuing (after giving effect to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersTransactions). Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.03, 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 Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date and the obligation of the Issuing Bank to issue, extend, increase or renew Letters of Credit hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrowers and the Administrative Agent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the each Borrower in favor of each Lender that has requested a Note at least two one Business Days Day in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) Securities Pledge Agreement required to be executed delivered hereunder on the Closing Date as indicated duly executed by the Company and each other Subsidiary party thereto, and each other Loan Document required to be delivered hereunder on such schedule, the Closing Date duly executed by each Loan Party party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require attaching and certifying to the Organization Documents of each Loan Party 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; (viivi) an opinion from (x) Xxxxxxxx & opinions of Xxxxx Xxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in WashingtonCompany, and (z) Xxxxx Bird & XxxxxxBird, local counsel in Coloradoto the UK Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, dated the Closing Date, and addressed to the Administrative Agent, the Issuing Bank and the Lenders; (vii) a Compliance Certificate calculating the Total Leverage Ratio as of the Closing Date, after giving effect to the Transactions; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Company (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2F; (ix) a certified copy of stock or membership certificates, if any, evidencing the Acquisition Equity Interests pledged pursuant to each Securities Pledge Agreement and exhibits, annexes and schedules thereto, undated stock or transfer powers related thereto duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as blank; in each case to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement extent such pledged Equity Interests are certificated and to the extent that a Lien required to be delivered hereunder on such Collateral may be perfected solely the Closing Date; (x) by the filing of a all required financing statement statements under the Uniform Commercial Code or (y) subject in form and substance satisfactory to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein Administrative Agent; and (provided xi) evidence that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be all insurance required to be delivered on the Closing Date only maintained pursuant to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents Loan Documents has been obtained and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the First Lien Administrative Agent is in its reasonable discretion)effect and all premiums thereon paid. (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from in full in cash (or arrangements satisfactory to the proceeds Administrative Agent shall have been made for payment of such amounts immediately upon the making of the initial fundings under the Facilities, including fees pursuant to the Fee LetterLoans hereunder). (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received true and correct copies of recent Lien, tax and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties and such Lien searches shall reveal no Liens other than Permitted Liens. (d) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement, and all documentation evidencing or issued in connection with the foregoing shall have been paid in full (or shall be paid substantially contemporaneously herewith), the commitments thereunder terminated and all guarantees and security in support thereof discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (e) The Administrative Agent shall have received a notice setting forth the applicable deposit account of each Borrower (in each case, a “Funding Account”) to which the Lender is authorized by the applicable Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. (f) The Arrangers shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof)Statements. (g) The Arrangers shall have received the Pro Forma Financial StatementsProjections, together with a statement of sources and uses for the Transactions. (h) The Administrative Agent Arrangers shall have received at least two three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by it reasonably in advance of such date in order to allow the Administrative Agent at least seven calendar days prior Arrangers and the Lenders to the Closing Date and as determined by the Administrative Agent to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Since December 29, 2012, there shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates not have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as occurred a result of a breach of such representations and warrantiesMaterial Adverse Effect. (j) The Borrower and its Restricted Subsidiaries There shall have no material outstanding indebtedness for borrowed money other than not exist any claim, action, suit, investigation, insolvency, injunction, litigation or proceeding (including, without limitation, member, shareholder or derivative litigation) which is pending or threatened in any court or before any arbitrator or Governmental Authority which relates to the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documentsfinancing contemplated hereby. (k) The terms All governmental and conditions material third party approvals and licenses (including any necessary shareholder, board and other corporate approvals) necessary in respect of any preferred Equity Interests connection with the Transactions shall have been obtained and be in full force and effect, and a certificate of the Borrower’s Responsible Officer attaching copies of all such shareholder, Holdingsboard or other corporate consents and approvals required in connection with the execution, Parent or any of their direct or indirect parent holding companies delivery and performance by each Borrower and the validity against each Borrower’s Loan Document to which it is a party, and such consents, licenses and approvals shall be reasonably satisfactory to in full force and effect. (l) The Administrative Agent shall have received a certificate from the Arrangers; it being agreed that Company’s Responsible Officer confirming the terms and conditions accuracy of the EMC Parent Preferred Units are satisfactory to representations and warranties in the ArrangersLoan Documents in all material respects and the absence of any Default or Event of Default on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation of each Lender to make a Loan its initial Borrowing hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A)a)(iii)(A) below, the Designated First Lien Senior Priority Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated as of the Closing Date (or, in form and substance reasonably satisfactory to the Administrative Agent,case of certificates of governmental officials, a recent date before the Closing Date): (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement, a Guaranty from each Guarantor and the Intercompany Note, as applicable; (iiiii) a Note executed by the Borrower in favor of each Lender that has requested requesting a Note at least two (2) Business Days in advance of prior to the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party theretoParty, together with:with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, certificates (including original share certificates and/or original certificates of title) representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank;, (B) proper copies of financing statements (Form UCC-1 statements, filed or the equivalent) naming each Loan Party duly prepared for filing filing, under the UCC or other appropriate filing offices of each jurisdiction as may be Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the security interests purported to be Liens created by under the foregoing Security Agreement; , covering the Collateral described in the Security Agreement, and (C) copies evidence that all other actions, recordings and filings of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each applicable Loan Party, together with (subject to the last paragraph of this Section 4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (v) the Closing Date Intercreditor Agreement duly executed by the Loan Parties; (vi) such certificates of good standing the Collateral Assignment (to the extent such concept existsBlocker) from the applicable secretary of state of the state of organization of each Loan Party, duly executed by Holdings; (vii) certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 and authorizing the Closing Dateexecution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (viiviii) documents and certifications (including, without limitation, Organization Documents and good standing certificates) to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing and in good standing (where such concept is applicable) in its jurisdiction of formation; (ix) an opinion from (x) of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties; (x) a certificate, substantially in the form of Exhibit K, from the chief financial officer of Holdings; (xi) the Closing Financial Statements; (xii) a Committed Loan Notice relating to the initial Borrowing; (xiii) a certificate, dated as of the Closing Date, duly executed by a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(c), (yd), (e), (i) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (zj) Xxxxx & Xxxxxx, local counsel have been satisfied as of the Closing Date; and (xiv) evidence that the First Lien Loan Documents shall have been executed and delivered by all of the Loan Parties stated to be party thereto in Colorado, in each case in form and substance reasonably satisfactory their respective forms then most recently delivered to the Administrative Agent;, and evidence that the “Closing Date” (as defined in the First Lien Credit Agreement) will occur on the Closing Date. (viiib) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of “Transactions.” (immediately c) On the Closing Date, after giving effect to the Closing Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of neither Holdings nor the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and nor any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, shall have any outstanding Indebtedness for borrowed money other than stock certificates of the Borrower or any of its material wholly owned subsidiariesTerm Facility, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent Loans in its reasonable discretion). (b) All fees an aggregate principal amount of $325,000,000 and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed Permitted Surviving Debt and all Liens securing and any Guarantees of any Indebtedness for borrowed money not permitted by the Borrower)this Section 4.01(c) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees released. (d) The Acquisition shall be consummated pursuant to the Fee Letter. (c) Prior to or Acquisition Agreement, substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms funding of the Acquisition Agreement (Term Facility, without giving effect to any amendmentsamendments thereto, waivers thereof or consents with respect thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner are materially adverse to the Lenders Arrangers, in their capacities capacity as such Lenders, and the other Initial Lenders, without the consent of the ArrangersInitial Lenders, such consent not to be unreasonably withheld, conditioned withheld or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (de) No Since August 6, 2017, there shall not have been a Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred that would result in a failure of a condition precedent under the Acquisition Agreement or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and would provide the Borrower the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesa result thereof. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received received, at least two three (3) Business Days prior to the Closing Date Date, all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing required by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date. (g) All fees, closing payments and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Term Facility, to the extent, in the case of expenses, a reasonably detailed invoice has been delivered to Holdings at least three (3) Business Days prior to the Closing Date. (h) All actions necessary to establish that the Collateral Agent will have a perfected second priority security interest (subject to Permitted Prior Liens) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Specified Acquisition Agreement that are material to the interests of the Lenders Representations shall be true and correct in all material respectsrespects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, but only such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to the extent that Holdings a “material adverse effect,” “material adverse change” or its applicable affiliates have similar term or would have the right qualification shall be true and correct in all respects (taking into account after giving effect to any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result such qualification of a breach of such representations and warrantiesmateriality). (j) The Borrower Specified Representations shall be true and its Restricted Subsidiaries shall have no correct in all material outstanding indebtedness for borrowed money other than respects as of the Facilities under this Agreement, Closing Date (except in the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect case of any preferred Equity Interests such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the Borrowerrespective date or for the respective period, Holdings, Parent as the case may be); provided that any such representation or any of their direct warranty qualified by or indirect parent holding companies subject to a “material adverse effect,” “material adverse change” or similar term or qualification shall be reasonably satisfactory true and correct in all respects (after giving effect to the Arrangers; it being agreed that the terms and conditions any such qualification of the EMC Parent Preferred Units are satisfactory to the Arrangersmateriality). Without limiting the generality of the provisions of Section 9.03(e)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 accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) customary Uniform Commercial Code Lien searches with respect to Holdings, the Borrower and the other Guarantors, in each case, in an entity’s jurisdiction of organization, (ii) the execution and delivery of the Security Agreement, (iii) the perfection of Liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code or by intellectual property filings with the United States Patent and Trademark Office and the United States Copyright Office, and (iv) the pledge and perfection of security interests in the Equity Interests of the Borrower and its Restricted Subsidiaries (other than Immaterial Subsidiaries) with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate, but, with respect to subsidiaries of the Company, only to the extent received after use of commercially reasonable efforts to do so without undue burden or expense) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of the Term Facility on the Closing Date, but may instead be provided within (x) with respect to stock or equivalent certificates of subsidiaries of the Company, forty-five (45) days after the Closing Date and (y) otherwise, ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Borrower.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01 of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice duly executed by the Borrower delivered as set forth in accordance with Section 2.01(b), which (if delivered prior to the requirements hereofClosing Date) shall be deemed to be conditioned on the consummation of the Transactions; (ii) executed counterparts of this Agreement; (iii) a Note Agreement duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) the Guaranty and the Security Agreement, in each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedulecase, duly executed by each applicable Loan Party thereto, together with:Party; (Aiv) delivery to the Collateral Agent or the Term Loan Agent (as bailee for the Collateral Agent pursuant to the terms of the Closing Date ABL Intercreditor Agreement) of certificates, if any, representing the Pledged Equity referred of the Borrower and the Restricted Subsidiaries that constitute Collateral, in each case, (A) to therein the extent the issuer of such certificate is a corporation or has “opted into” Article 8 of the UCC and (B) accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing evidence that all other actions required under the UCC or other appropriate filing offices terms of each jurisdiction as may be necessary the Security Agreement to perfect the security interests purported to be created by the foregoing Security Agreement have been taken except as specified in Section 6.15 hereof and the Security Agreement; and provided, however, that, each of the foregoing requirements, including the delivery of documents and instruments required pursuant to the terms of the Collateral Documents (Cother than to the extent that a Lien on such Collateral may be perfected (x) copies by the filing of Liena financing statement or financing change statement, bankruptcyas applicable, judgmentunder the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its Subsidiaries to the Collateral Agent or the Term Loan Agent (as bailee for the Collateral Agent pursuant to the terms of the Closing Date ABL Intercreditor Agreement)), copyrightshall not constitute conditions precedent to the Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date if the Borrower agrees to deliver, patent or cause to be delivered, such documents and trademark searches in each jurisdiction reasonably requested 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 with respect to each Loan Partyin its reasonable discretion or as provided in Section 6.15); (viv) such (A) certificates of good standing (to the extent such concept exists) standing, or its equivalent, from the applicable secretary of state or other applicable office of the state jurisdiction of organization or formation of the Borrower and each other Loan PartyParty if applicable in the relevant jurisdiction, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (viivi) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties): Xxxxxx, (y) Helsell Xxxxxxxxx Xxxx & Xxxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form certain aspects of Delaware law and substance reasonably satisfactory to the Administrative AgentCalifornia law; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2;I; and (ixviii) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by certificate from a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and certifying as to the matters specified satisfaction of the conditions in Sections 4.01(dclauses (f), (eg) and (ih) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).below; (b) All all fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter. (c) Prior the (i) Term Loan Documents and (ii) the Loan Documents required to be executed on the Closing Date shall have been duly executed and delivered by each Loan Party thereto. (d) the Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (e) confirmation from the Borrower (in the form of an officer’s certificate) that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Closing Date Refinancing shall have been consummated or will be consummated. (f) on the Closing Date, no Default or Event of Default shall exist, or would result from the proposed Borrowing or from the application of the proceeds therefrom on the Closing Date. (g) since February 1, 2020, there has been no event or circumstance, either individually or in the aggregate, that has resulted in, or is reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect; (h) the representations and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) warranties of the Loan Parties shall have entered into the First Lien contained in Article V or any other Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations Document shall be true and correct in all material respects on and as of the Closing Date; provided that, 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, 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction prior to (or waiversubstantially simultaneously with) the consummation of the Acquisition, or due waiver in accordance with Section 11.01, of only each of the following conditions precedent: (a1) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in.pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Parties (as applicable): (ia) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of Notice, which may be delivered on or prior to the Closing Date; (ivb) a copy executed counterparts of (i) this Agreement by the Organization Documents in relation to each Loan Party; Borrower and (vii) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed Guaranty by each Loan Party (other than the Borrower); (c) executed counterparts of the Perfection Certificate, the Security Agreement and the Intellectual Property Security Agreements by each Loan Party party thereto, together with: with (Ai) the certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; blank and (Bii) proper UCC financing statements (Form UCC-1 or the equivalent) naming each Loan Party in appropriate form for filing under the UCC or other appropriate filing in the offices of each jurisdiction as may be necessary specified in Section I.A to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyPerfection Certificate; (vid) such certificates of good standing (to the extent such concept existsapplicable) from the applicable secretary of state (or such other office) of the state of the jurisdiction of organization of each Loan Party, ; customary certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or or other certificates of Responsible Officers of each such Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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, in the case of the Borrower including a certificate by a Responsible Officer of the Borrower that the conditions specified in clause (3) and (5) below have been satisfied; (viie) an opinion executed legal opinions from (xi) Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, New York special counsel to the Loan Parties, Texas counsel to Data Advantage, LLC and Illinois counsel to PatientIMPACT LLC, (yii) Helsell Xxxxxx & Xxxxxxxxx LLP, local Indiana counsel in Washingtonto Press Xxxxx Associates, Inc. and (ziii) Xxxxx Smith, Anderson, Blount, Dorsett, Xxxxxxxx & XxxxxxXxxxxxxx, local LLP, North Carolina counsel in Coloradoto Xxxxxxxx Associates, Inc., in each case case, covering customary matters incident to the Transactions contemplated by this Agreement as the Administrative Agent may reasonably require and in form and substance reasonably satisfactory to the Administrative Agent; (viiif) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2I; (ixg) a certified copy of the Acquisition Agreement and exhibitscustomary insurance certificates and, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide obtain the same, related endorsements, with respect to all material property and liability insurance required to be maintained pursuant to Section 6.07 and naming the Collateral Agent as lender loss payee and/or additional insured, as applicable, under each such items on or prior insurance policy with respect to such insurance; and (h) copies of recent Lien and judgment searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b2) All fees and expenses required to be paid hereunder (andon the Closing Date, with respect in the case of expenses and legal fees to expenses, the extent invoiced in reasonable detail at least two one (1) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) , shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c3) Prior Confirmation from the Borrower that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) Date the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Closing Date Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000consummated. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e4) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent Lenders shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act that in each case has been requested in writing by them at least five days prior to the Closing Date. (i5) Since May 20, 2015, there have been no events, changes, circumstances, developments or occurrences which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. (6) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respectsrespects (or, but only if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisionssuch qualification)) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition on and as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersClosing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, (x) 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.thereto and (y) transactions occurring (or to occur) on the Closing Date in accordance with, and as expressly set forth in, the funds flow memorandum delivered to (and approved by) the Administrative Agent shall be deemed to occur and have occurred substantially simultaneously with the initial Borrowing

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date and the obligation of any Issuing Bank to issue, extend, increase or renew Letters of Credit hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrowers and the Administrative Agent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the each Borrower in favor of each Lender that has requested a Note at least two one Business Days Day in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) Securities Pledge Agreement required to be executed delivered hereunder on the Closing Date as indicated duly executed by the Company and each other Subsidiary party thereto, and each other Loan Document required to be delivered hereunder on such schedule, the Closing Date duly executed by each Loan Party party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization or the substantive equivalent available in the jurisdiction, if applicable, of each Loan Party, certificates of resolutions resolutions, including, in respect of a Loan Party incorporated in the Netherlands, any action required under the Dutch Works Council Act (Wet op de ondernemeningsraden) or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require attaching and certifying to the Organization Documents of each Loan Party 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; (viivi) an opinion from (x) Xxxxxxxx & opinions of Xxxxx Xxxx LLP, New York counsel to the Loan PartiesCompany, (y) Helsell Xxxxxxxxx Bird & Bird, counsel to the UK Borrower, Blake, Xxxxxxx & Xxxxxxx LLP, local counsel in Washingtonto the Canadian Borrower, and (z) Xxxxx & XxxxxxDay, local Dutch counsel in Coloradoto the Lenders, in each case in form and substance reasonably satisfactory to the Administrative Agent, dated the Closing Date, and addressed to the Administrative Agent, the Issuing Banks and the Lenders; (vii) a Compliance Certificate calculating the Total Leverage Ratio as of the Closing Date, after giving effect to the Transactions; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Company (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2F; (ix) a certified copy of stock or membership certificates, if any, evidencing the Acquisition Equity Interests pledged pursuant to each Securities Pledge Agreement and exhibits, annexes and schedules thereto, undated stock or transfer powers related thereto duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as blank; in each case to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement extent such pledged Equity Interests are certificated and to the extent that a Lien required to be delivered hereunder on such Collateral may be perfected solely the Closing Date; (x) by the filing of a all required financing statement statements under the Uniform Commercial Code or (y) subject in form and substance satisfactory to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein Administrative Agent; and (provided xi) evidence that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be all insurance required to be delivered on the Closing Date only maintained pursuant to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents Loan Documents has been obtained and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the First Lien Administrative Agent is in its reasonable discretion)effect and all premiums thereon paid. (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from in full in cash (or arrangements satisfactory to the proceeds Administrative Agent shall have been made for payment of such amounts immediately upon the making of the initial fundings under the Facilities, including fees pursuant to the Fee LetterLoans hereunder). (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received true and correct copies of recent UCC Lien and federal tax Lien searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties and such Lien searches shall reveal no Liens other than Permitted Liens. (d) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement, and all documentation evidencing or issued in connection with the foregoing shall have been paid in full (or shall be paid substantially contemporaneously herewith), the commitments thereunder terminated and all guarantees and security in support thereof confirmed, amended and restated or discharged and released, as applicable, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (e) The Administrative Agent shall have received a notice setting forth the applicable deposit account of each Borrower (in each case, a “Funding Account”) to which the Lender is authorized by the applicable Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. (f) The Arrangers shall have received the Annual Financial Statements Statements, together with (i) unaudited interim consolidated financial statements of the Company and its Subsidiaries for the Quarterly Financial Statements fiscal quarters ending March 31, 2017 and June 30, 2017, and (it being understood ii) quarterly projected income statements, balance sheets and statements of cash flows for the Administrative Agent hereby acknowledges receipt thereof)Company and its Subsidiaries for the period beginning on September 30, 2017 and ending on December 31, 2018. (g) The Arrangers shall have received the Pro Forma Financial StatementsProjections, together with a statement of sources and uses for the Transactions. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each Lender to make a Loan hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date Intercreditor Agreement) receipt Date, including reimbursement or payment of the followingall reasonable out-of-pocket expenses (including reasonable fees, each charges and disbursements of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory counsel to the Administrative Agent,) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger for which invoices (including estimated expenses) have been presented to the Borrower no later than 2 days before the Closing Date. (b) The Administrative Agent or the Collateral Agent (or their counsel) shall have received the following: (i) a Committed Loan Notice in accordance with the requirements hereofcounterpart of this Agreement signed by or on behalf of each party hereto; (ii) duly executed counterparts of this AgreementRevolving Credit Notes payable to those Lenders requesting the same and the Swingline Note payable to the Swingline Lender; (iii) a Note the Subsidiary Guaranty Agreement duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing DateGuarantor; (iv) a copy the Pledge Agreement duly executed by the Borrower and each Guarantor, together with (i) original stock certificates evidencing the issued and outstanding shares of Capital Stock pledged to the Organization Documents Collateral Agent to the Pledge Agreement, and (ii) stock powers or other appropriate instruments of transfer executed in relation to each Loan Partyblank; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, Agreement duly executed by the Borrower and each Loan Party theretoGuarantor, together with: with (Ai) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper UCC financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing and other applicable documents under the UCC or other appropriate filing offices laws of each jurisdiction the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as may be necessary required in order to perfect the security interests purported to be created by the foregoing Security Agreement; and such Liens, (Cii) copies of LienUCC, bankruptcytax, judgment, copyright, patent and trademark searches judgment search reports in each jurisdiction reasonably all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties requested by the Administrative Agent with respect to each Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens, (iii) a Perfection Certificate duly completed and executed by the Loan PartyParties, and (iv) duly executed Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements, if applicable; (vi) duly executed termination and payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding credit facilities or Indebtedness to be terminated or refinanced on the Closing Date, together with all releases, terminations or other documents reasonably required by the Administrative Agent to evidence the termination and payoff of such credit facilities or Indebtedness; other than outstanding letters of credit (i) which have been cash collateralized in a manner satisfactory to the Administrative Agent, (ii) which have been assumed as a part of the obligations under the LC Commitments, or (iii) pursuant to which a letter of credit has been issued under the LC Commitments backstopping each such outstanding letter of credit. (vii) certificates of good standing insurance issued by Borrower’s broker on behalf of insurers of the Borrower and all Subsidiaries, describing in reasonable detail the types and amounts of insurance (property and liability, and flood insurance where applicable) maintained by the Borrower and all Subsidiaries, naming the Collateral Agent as additional insured and/or loss payee, as appropriate; (viii) such financial information with respect to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions Borrower or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) its Subsidiaries 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2request; (ix) a certified copy certificate of the Acquisition Agreement Secretary or Assistant Secretary of each Loan Party attaching and exhibitscertifying copies of its bylaws and of the resolutions of its boards of directors, annexes or partnership agreement or limited liability company agreement, or comparable organizational documents and schedules theretoauthorizations, duly executed by authorizing the parties theretoexecution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (x) to the extent not delivered under clause (ix) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with a certification by a Responsible Officer certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (xi) a favorable written opinion of Bxxxx Bxxxx LLP, and local counsel to the Loan Parties and/or their Subsidiaries, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, including, without limitation, a no conflicts opinion with respect to other material agreements; (xii) Evidence reasonably satisfactory to the Administrative Agent as to the absence of any default or event of default existing under those certain 6 1/8% Senior Notes Due 2013 (the “Senior Notes”) issued by the Borrower that such document is in full force and effect as of pursuant to the Indenture; (xiii) a certificate dated the Closing Date and as to the matters specified in Sections 4.01(d)signed by a Responsible Officer, (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent certifying that a Lien on such Collateral may be perfected solely (x) by the filing no Default or Event of a financing statement under the Uniform Commercial Code or Default exists, (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target all representations and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount warranties of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” Loan Party set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to . except the extent that Holdings limited to an earlier date and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (xiv) a duly executed Notice of Borrowing; (xv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xvi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xvii) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2006; (xviii) the most current information available as of August 2, 2006 in respect of certain inquiries or investigations by the Securities and Exchange Commission and the Department of Justice then pending or threatened in respect of the Borrower or its applicable affiliates Subsidiaries and any other related investigations (the “Disclosed Items”), and since such date there shall not have been any adverse developments or would have occurrences (excluding any such developments or occurrences that were expressly identified and described in the right (taking into account any applicable cure provisionsDisclosed Items) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests such matters that has had or could reasonably be expected to cause a Material Adverse Effect; and (xix) certified copies of all agreements, indentures or notes governing the Borrowerterms of any Material Indebtedness and all other material agreements, Holdings, Parent documents and instruments to which any Loan Party or any of their direct its assets are bound. (c) No action, suit, investigation or indirect parent holding companies proceeding shall be pending or threatened in any court or before any arbitrator, governmental authority, the Department of Justice, or the Securities and Exchange Commission that could reasonably be expected to have a Material Adverse Effect, excluding in each case the effects of the matters as described in the Disclosed Items. (d) The Administrative Agent shall have completed its due diligence, with results reasonably satisfactory to the Arrangers; it being agreed that the terms Administrative Agent, with respect to any pending Securities and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Exchange Commission or other matter required thereunder to be consented to governmental investigations or approved by or acceptable or satisfactory to a Lender unless inquiries existing on the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDate.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or to the equivalent) naming each Loan Party for filing extent required under the UCC or other appropriate filing offices Collateral and Guarantee Requirement, opinions of each jurisdiction as may be necessary local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to perfect the security interests purported enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to be created by the foregoing Security AgreementAdministrative Agent; and (C) copies of Lienevidence that all other actions, bankruptcy, judgment, copyright, patent recordings and trademark searches in each jurisdiction reasonably requested by filings that the Administrative Agent with respect and the Collateral Agent may deem reasonably necessary to each Loan Partysatisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Ropes & Xxxxx Xxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel Parties substantially in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in the form and substance reasonably satisfactory to the Administrative Agentof Exhibit G; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (ix) a certified copy copies of the Acquisition Merger Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materialityagreements,” “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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the applicable Borrowers and of each Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 11.01, of each of the following conditions precedent, except as otherwise agreed between the Borrowers and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals or copies in .pdf format, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with duly executed by the requirements hereofBorrowers, which shall be delivered at least two Business Days prior to the Closing Date, which shall be deemed to be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed counterparts of this Agreementby the Borrowers, Holdings and Holdings GP; (iii) a Note the Guaranty duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (iv) the US Security Agreement (pursuant to which the Administrative Agent is authorized to file customary “all asset” UCC-1 financing statements) duly executed by Holdings, Holdings GP, the US Borrower and the Loan Parties that are organized in the United States, any state thereof or the District of Columbia; (v) the Canadian Security Agreement, each Collateral Document Agreement (pursuant to which the Administrative Agent is authorized to file customary “all present and each other document set forth on Schedule 4.01(aafter acquired personal property” PPSA financing statements) required to be executed on the Closing Date as indicated on such schedule, duly executed by each the Canadian Borrower, Evergreen AcqCo 2 Inc. and the Loan Party thereto, together with:Parties that are Canadian Subsidiaries; (Avi) the Canadian Deed of Hypothec (pursuant to which the Administrative Agent is authorized to file a customary financing statement (RH Form) charging the universality of all present and future movable property of the grantors with the Register of Personal and Moveable Real Rights (Quebec)) duly executed by the Canadian Borrower and certain Loan Parties that are Canadian Subsidiaries; (vii) to the extent constituting Collateral, certificates, if any, representing the Pledged Equity referred to therein of the US Borrower, Holdings GP and the Subsidiaries of the US Borrower, in each case, accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (Bviii) proper financing statements (Form UCC-1 or the equivalentA) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation or provincial or territorial or Canadian federal corporate registry of the Borrowers and each other Loan Party (including Holdings and Holdings GP), (B) resolutions or other applicable action of each Loan Party, certificates of resolutions or other corporate or limited liability company action, (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of each Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require case 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 it is a party or is to be a party on the Closing Date, and (D) a certificate of a Responsible Officer of the US Borrower that the conditions specified in clauses (c), (f) and (g) below have been satisfied or (to the extent applicable) will be satisfied promptly upon the funding of the Initial Term Loans; (viiix) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties): (A) Xxxx, (y) Helsell Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, local counsel in Washingtonwith respect to matters of New York law and certain aspects of Delaware law; (B) Xxxxxxx Coie LLP, with respect to matters of Washington law and (zC) Xxxxx Xxxxx, Xxxxxx & XxxxxxHarcourt LLP, local counsel in Colorado, in each case in form and substance reasonably satisfactory with respect to the Administrative Agent;matters of Canadian law; and (viiix) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the US Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrowers and their Subsidiaries) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waivedI; provided, however, that, each of the requirements set forth in clause clauses (iv), (v) and (vi) above, including the delivery of documents and instruments necessary required pursuant to satisfy the terms of the Collateral and Guarantee Requirement Documents (except for the execution and delivery of the Security Agreement and Agreements) and, except to the extent that a Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or PPSA, as applicable, or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of, if delivered to the Parent pursuant to the terms of the Borrower, the Target Acquisition Agreement and any of their respective wholly owned Domestic Subsidiaries to the extent possession constituting Pledged Equity, Holdings GP, the US Borrower and its Subsidiaries) and the attachment and perfection of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificatesany Lien on Collateral securing the Obligations, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date in each case after the Borrower’s Borrowers’ use of commercially reasonable efforts to provide such items and cause such Liens to be attached and perfected on or prior to the Closing Date without undue burden or expense if it being understood that the Borrower agrees Borrowers hereby agree to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 ninety (90) days after the Closing Date (or with respect to stock certificates of the Loan Parties, to deliver such stock certificates (together with undated stock powers executed in blank) to the Administrative Agent within fifteen (15) Business Days after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion), it being understood that, notwithstanding any other provision of this Agreement, a failure to deliver such certificates within fifteen (15) Business Days (or such later period as the Administrative Agent may agree) shall result in an immediate Event of Default). (b) All fees and expenses required to be paid hereunder on the Closing Date (and all fees and expenses required to be paid under the Commitment Letter and Fee Letter on the Closing Date) and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the US Borrower)) shall have been paid from in full in cash, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter. (c) Prior Confirmation from the US Borrower (in the form of an officer’s certificate) that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, , (i) the Equity Contribution and the Closing Date Refinancing shall have been or will be consummated; (ii) the Acquisition shall have been or will be consummated in all material respects in accordance with the terms of the Acquisition Agreement Agreement; and (without giving effect to any amendmentsiii) since March 10, waivers or consents thereto or modifications thereof that amend or waive any terms of 2021, the Acquisition Agreement has not been amended, waived or modified (whether pursuant to the Parent’s consent or otherwise) in any respect in a manner that is materially adverse to the Lenders interests of the Lenders, in their respective capacities as such such, without the consent of the Arrangers, Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or a reduction in the purchase price under the Acquisition Agreement (or amendment to the Acquisition Agreement pursuant to which such reduction is made) shall be deemed not to be materially adverse to the interests of the Lenders to the extent allocated ratably to a reduction in the Equity Contribution and the Initial Term Loans, (B) any amendment or waiver to the terms of the Acquisition Agreement that has the effect of increasing the cash purchase price thereunder to be paid on the Closing Date by the Purchasers thereunder shall not be deemed to be materially adverse to the interests of the Lenders so long as if such increase is not funded with Indebtedness for borrowed money incurred on the Closing Date, (iC) any increase in the purchase price shall not be funded change to, or waiver with additional indebtedness and (ii) any reduction shall be allocated (x) firstrespect to, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect,” set forth the definition of “End Time” or the “Xerox” provisions contained in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheldin each case, conditioned or delayedas in effect on March 10, 2021) shall will be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015[Reserved]. (e) The Lenders shall have received at least three Business Days prior to the Closing Date (i) all documentation and other information about the Loan Parties in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Canadian AML Legislation, and (ii) to the extent either Borrower qualifies as a “legal entity customer” a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (f) The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the date of the Closing Date; provided that, a failure of an Acquisition Agreement Representation to be accurate will not result in a failure of a condition precedent under this Section 4.01 or a Default or an Event of Default, unless such failure results in a failure of a condition precedent to the Purchasers’ obligation to consummate the Acquisition or such failure gives the Purchasers the right (taking into account any notice and cure provisions) to terminate the Purchasers’ obligations pursuant to the terms of the Acquisition Agreement; provided, further, that to the extent that such representations the Acquisition Agreement Representations and warranties the Specified Representations specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that date and any such 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers There shall not have received the Pro Forma Financial Statements. occurred a Material Adverse Effect (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries defined in the Acquisition Agreement as in effect as of March 10, 2021) that are material would result in the failure of a condition precedent to the interests of Purchasers’ obligations to consummate the Lenders shall be true and correct in all material respects, but only to Acquisition under the extent Acquisition Agreement or that Holdings or its applicable affiliates have or would have give the Purchasers the right (taking into account any applicable notice and cure provisions) to terminate their obligations under pursuant to the terms of the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesAgreement. (jh) The Borrower Lead Arrangers shall have received an audited balance sheet and related statements of income (or operations) and cash flows of Holdings and its Restricted Subsidiaries shall have no material outstanding indebtedness as of and for borrowed money other than the Facilities under this Agreementyear ended December 31, 2020, in each case, to the Second Lien Term Facility and indebtedness permitted extent delivered to be incurred and remain outstanding under the Purchasers pursuant to the terms of the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)11.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. This Agreement will be effective as of the Closing Date; PROVIDED that upon the occurrence of the Closing Date, the covenant set forth in Section 6.01(d) shall be deemed to be effective commencing with the period consisting of the four consecutive Fiscal Quarters ending March 31, 1995. The occurrence of the Closing Date and the obligation of each Lender Bank to make a its initial Loan and the obligation of the Agent to extend or renew any Letter of Credit or to create any Acceptance hereunder on the Closing Date is subject to satisfaction (or waiver) the fulfillment of the following conditions precedentprecedent and receipt by the Agent on or before the Closing Date of the following documents, each dated the Closing Date or such other date as is satisfactory to the Agent and the Banks, in form and substance satisfactory to the Agent and the Banks and (except for the Notes) in sufficient copies for each Bank: (a) The Administrative Agent’s (or, in the case Agreement duly executed and delivered to the Agent by each of clause (v)(A)the Borrowers, the Designated First Lien Representative’sBanks, in accordance with the Closing Date Intercreditor Agreement) receipt of Agent and the followingCo-Agent and Revolving Credit Notes, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory payable to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor order of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules theretoBank, duly executed by the parties theretoBorrowers, in the amount of such Bank's Commitment; (b) Certificate of the Secretary or Assistant Secretary of each of the Borrowers as to (i) the charter documents and Bylaws of such Borrowers, (ii) the resolutions of the Board of Directors of such Borrower approving each of the Loan Documents to be executed as of the Closing Date to which it is a party and each of the transactions contemplated hereby and thereby, (iii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents with respect to this Agreement and each Ancillary Agreement to be executed as of the Closing Date and the transactions contemplated hereby and thereby, and (iv) the names and true signatures of the officers of such Borrowers who have been authorized to execute and deliver such Loan Document to which it is a party to be executed as of the Closing Date on behalf of such Borrowers, in each case, together with a certification by a Responsible Officer copies of the Borrower that such document is documents certified to be true, complete and in full force and effect as of the Closing Date Date; (c) A copy of the (i) articles or certificate of incorporation of each Borrower certified as of a recent date by the Secretary of State of the state of incorporation of such Borrower or, with respect to TEL, by the Registrar of Companies for England and as Wales, together in each case with certificates of such official attesting to the matters specified good standing of such Borrower, and (ii) a copy of a certificate of good standing for each Borrower, certified as of a recent date by the Secretary of State (or comparable authority) of each State or other jurisdiction wherein such Borrower is qualified as a foreign corporation; (d) Copies, certified by a Responsible Officer of Tosco to be true and complete as of the Closing Date of the First Mortgage Bond Indenture and the Bayway Mortgage Bond Indenture or a certificate of a Responsible Officer of Tosco certifying that such documents as delivered to the Agent in Sections 4.01(d), connection with the closing of the Existing Credit Agreement are in full force and effect and have not been amended as of the Closing Date; (e) A favorable opinion of Stroock & Stroock & Xxxxx, counsel to the Borrowers, in form and substance satisfactory to the Agent and the Banks, as to such matters as the Agent may reasonably request and a favorable opinion of Xxxxxxx Xxxxxx and Xxxxxx, counsel to TEL, in form and substance satisfactory to the Agent and the Banks, as to such matters as the Agent may reasonably request; (if) have been satisfied or waived; providedOn the Closing Date, however, that, a completed certificate of each of the Borrowers, substantially in the form of EXHIBIT G attached hereto (a "Perfection Certificate") signed by a Responsible Officer of such Borrower; (g) the Ancillary Agreements, duly executed by each of Tosco and/or Bayway and/or TEL (as required), the Agent and, with respect to the Agency Agreement each financial institution in which such Borrower maintains an account with such amendments as the Agents and the Banks require in connection with this Agreement; (h) A copy of the Projections certified by the Chief Financial Officer of the Company as satisfying the requirements set forth in clause Section 4.11(c) with respect thereto and as to the economic assumptions providing the basis therefor; (vi) above, including Payment by the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery Borrowers of the Security Agreement Closing Fees and all costs and expenses referred to in Section 10.13 (including legal fees and expenses); (j) Determination by each Bank, in its sole judgment exercised reasonably (i) that there has been no Material Adverse Change since December 31, 1994, and (ii) that there has occurred no adverse change which such Bank deems material in the extent that financial markets generally, since December 31, 1994, and nothing shall have occurred since December 31, 1994 which, in the judgment of any Bank has had or has any reasonable likelihood of having a Lien on such Collateral may be perfected solely Material Adverse Effect; (xk) Nothing contained in any public disclosure made by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiariesSubsidiaries after December 31, will be required to be delivered on the Closing Date only 1994 or in any information disclosed to the extent the stock certificates Banks by any Borrower or any of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) such date shall lead any amendment or other modification to the definition of “Material Adverse Effect” set forth Bank in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided thatits sole judgment exercised reasonably, 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, determine 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent 's or any of their direct its Subsidiaries' condition (financial or indirect parent holding companies shall be reasonably satisfactory otherwise), operations, performance, properties or prospects are different in any material and adverse respect from that contained in public filings of such Borrower or any of its Subsidiaries prior to or as of December 31, 1994 or non-public information delivered by such Borrower to the Arrangers; it being agreed Banks prior to or as of December 31, 1994; (l) A certificate, signed by a Responsible Officer of each Borrower, stating that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 3.02 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 theretobeen met.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank;; and (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (xw) Xxxxxxxx & Xxxxx LLP, New York and Illinois counsel to the Loan Parties, Parties and (yx) Helsell Xxxxxxxxx LLPXxxxxxxx Xxxxxxx Van Deuren s.c., local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in ColoradoWisconsin, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy copies of the Acquisition Agreement and exhibits, annexes exhibits and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is documents are in full force and effect as of the Closing Date and as to that the matters conditions specified in Sections 4.01(d4.01(c), (d), (e) and (i) have been satisfied or waived; and provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or Code, (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, Borrower and the Target and any of their respective wholly owned Domestic Subsidiaries Guarantors to the extent possession of such stock certificates or other certificates perfects a security interest therein or (provided that such stock certificates, other than stock certificates of z) by a filing with the Borrower United States Patent and Trademark Office or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the TargetUnited States Copyright Office) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)Date) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such Commitment Parties without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (x) any decrease in the Acquisition Consideration (other than (A) pursuant to any increase purchase price or reduction similar adjustment provisions set forth in the purchase price Acquisition Agreement or (B) any decrease of total Acquisition Consideration to the extent such decrease is applied to reduce the amount of the Term Facility, the First Lien Term Facility and the Equity Contribution on a pro rata basis) shall not be deemed to be materially adverse to the Lenders so long as interests of the Commitment Parties, (iy) any increase in the purchase price consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Commitment Parties so long as funded with additional indebtedness through an increase in the Equity Contribution and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (Bz) any amendment or other modification to the definition of “Company Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (iiiii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iiiiv) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 310,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,00040,000,000. (d) No Since March 16, 2014, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015and continue to be in existence. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActAct that has been requested by the Administrative Agent in writing at least 10 days prior to the Closing Date. (i) The representations and warranties made by the Target or with respect to the Target and its Subsidiaries Company in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings the Parent or its applicable affiliates have or would have the right (taking into account determined without regard to any applicable cure provisionsnotice requirement) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan extend credit to, and of each Issuing Bank to issue Letters of Credit hereunder to, the Borrower on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with this Agreement, duly executed by the requirements hereofBorrower; (ii) the Guaranty and the Security Agreement, in each case, duly executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (viii) confirmation satisfactory to the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) Administrative Agent that certificates, if any, representing the Pledged Equity referred to therein of the Restricted Subsidiaries that constitute Collateral, in each case, accompanied by undated stock powers executed in blank are held by the Term Loan Agent pursuant to the terms of that certain Equal Priority Intercreditor Agreement, dated September 30, 2020, among, inter alios, the Term Loan Agent, Mizuho Bank, Ltd. and instruments, if any, evidencing the Pledged Debt indorsed in blankBorrower; (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created a Perfection Certificate duly executed by the foregoing Security Agreement; and (C) copies Borrower on behalf of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyParties; (viA) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (vi) a joinder to the Closing Date Intercreditor Agreement; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties, (y) Helsell Xxxxxxxxx ): Xxxxxx & Xxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agentcertain aspects of Delaware law; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2H; (ix) a certified copy certificate of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as certifying the satisfaction of the Closing Date and as to the matters specified conditions set forth in Sections 4.01(d4.01(c), (ed) and (ig); and (x) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent that requested by any Xxxxxx, a Lien on Note in favor of such Collateral may be perfected solely (x) Xxxxxx, duly executed by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of the Facilities, including fees pursuant to the Fee LetterFacility. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness The representations and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization warranties of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) each other Loan Party contained in Article V or any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (fd) The Administrative Agent shall have received Since December 31, 2022, there has been no event or circumstance, either individually or in the Annual Financial Statements aggregate, that has resulted in, and is reasonably expected, individually or in the Quarterly Financial Statements aggregate, to result in a materially adverse effect on the business, operations, assets, liabilities (it being understood actual or contingent) or financial condition of the Administrative Agent hereby acknowledges receipt thereof)Borrower and its Restricted Subsidiaries, taken as a whole. (ge) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall Lenders will have received at least two three Business Days prior to the Closing Date Date, (i) all outstanding documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, that in each case has been requested in writing at least ten Business Days prior to the Closing Date. (if) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders Revolver Refinancing shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesoccurred. (jg) The Borrower Immediately prior to and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under after giving effect to this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement no Default or the Second Lien Loan Documents. (k) The terms and conditions in respect Event of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersDefault exists. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Agent and each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Agent or Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Borrowing. The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each Lender to make a Loan hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date Intercreditor Agreement) receipt Date, including reimbursement or payment of the followingall reasonable out-of-pocket expenses (including reasonable fees, each charges and disbursements of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory counsel to the Administrative Agent,) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Robinson Humphrey, Inc., as Arranger for whxxx xxxxxxxx (xxxluding estimated expenses) have been presented to the Borrower no later than 2 days before the Closing Date. (b) The Administrative Agent or the Administrative Agent (or their counsel) shall have received the following: (i) a Committed Loan Notice in accordance with the requirements hereofcounterpart of this Agreement signed by or on behalf of each party hereto; (ii) duly executed counterparts of this AgreementRevolving Credit Notes and Term Notes payable to those Lenders requesting the same and the Swingline Note payable to the Swingline Lender; (iii) a Note the Subsidiary Guaranty Agreement duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing DateGuarantor; (iv) a copy the Pledge Agreement duly executed by the Borrower and each Guarantor, together with (i) original stock certificates evidencing the issued and outstanding shares of Capital Stock pledged to the Organization Documents Administrative Agent to the Pledge Agreement, and (ii) stock powers or other appropriate instruments of transfer executed in relation to each Loan Partyblank; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, Agreement duly executed by the Borrower and each Loan Party theretoGuarantor, together with: with (Ai) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper UCC financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing and other applicable documents under the UCC or other appropriate filing offices laws of each jurisdiction the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as may be necessary required in order to perfect the security interests purported to be created by the foregoing Security Agreement; and such Liens if not previously recorded, (Cii) copies of LienUCC, bankruptcytax, judgment, copyright, patent and trademark searches judgment search reports in each jurisdiction reasonably all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties requested by the Administrative Agent with respect to each Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens, (iii) a Perfection Certificate duly completed and executed by the Loan Party;Parties, and (iv) duly executed Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements, if applicable. (vi) such certificates of good standing insurance issued by Borrower’s broker on behalf of insurers of the Borrower and all Subsidiaries, describing in reasonable detail the types and amounts of insurance (property and liability, and flood insurance where applicable) maintained by the Borrower and all Subsidiaries, naming the Administrative Agent as additional insured and/or loss payee, as appropriate; (vii) receipt and review, reasonably satisfactory to the extent such concept existsLenders of (i) from the applicable secretary of state annual audited consolidated financial statements of the state Borrower and its Subsidiaries for the fiscal years ended March 31, 2009 and March 31, 2010, including balance sheets, income and cash flow statements audited by independent public accountants of organization recognized national standing and prepared in conformity with GAAP, (ii) the consolidated financial statements of each Loan PartyBorrower and its Subsidiaries for the fiscal quarter ended June 30, certificates of resolutions 2010, (iii) revisions to the five year projections for the Borrower and its Subsidiaries previously provided, (iv) and such other financial information with respect to the Borrower or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) its Subsidiaries 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agentrequest; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect Secretary or Assistant Secretary of each Loan Party attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the Transactions) substantially in name, title and true signature of each officer of such Loan Party executing the form attached hereto as Exhibit D-2Loan Documents to which it is a party; (ix) a to the extent not delivered under clause (viii) certified copy copies of the Acquisition Agreement and exhibitsarticles or certificate of incorporation, annexes and schedules theretocertificate of organization or limited partnership, duly executed by the parties theretoor other registered organizational documents of each Loan Party, together with a certification by a Responsible Officer certificates of good standing or existence, as may be available from the Secretary of State of the Borrower that jurisdiction of organization of such document Loan Party and each other jurisdiction where such Loan Party is in full force required to be qualified to do business as a foreign corporation where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (x) a favorable written opinion of Baker Botts LLP, and effect local counsel to the Lxxx Xaxxxxx and/or their Subsidiaries, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, including, without limitation, a no conflicts opinion with respect to other material agreements; (xi) Evidence reasonably satisfactory to the Administrative Agent as to the absence of any default or event of default existing under the 2013 Senior Notes, the 2017 Senior Notes or the 2038 Senior Convertible Notes; (xii) a certificate dated the Closing Date and as to the matters specified in Sections 4.01(d)signed by a Responsible Officer, (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement and to the extent certifying that a Lien on such Collateral may be perfected solely (x) by the filing no Default or Event of a financing statement under the Uniform Commercial Code or Default exists, (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target all representations and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount warranties of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” Loan Party set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to . except the extent that Holdings limited to an earlier date and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (xiii) a duly executed Notice of Borrowing; (xiv) if applicable, a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xvi) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2010; and (xvii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesassets are bound. (jc) The Borrower and its Restricted Subsidiaries No action, suit, investigation or proceeding shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreementbe pending or threatened in any court or before any arbitrator, governmental authority, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition AgreementDepartment of Justice, this Agreement or the Second Lien Loan DocumentsSecurities and Exchange Commission that could reasonably be expected to have a Material Adverse Effect. (kd) The terms and conditions in respect of any preferred Equity Interests of the BorrowerAdministrative Agent shall have completed its due diligence, Holdings, Parent or any of their direct or indirect parent holding companies shall be with results reasonably satisfactory to the Arrangers; it being agreed that the terms Administrative Agent, with respect to any pending Securities and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Exchange Commission or other matter required thereunder to be consented to governmental investigations or approved by or acceptable or satisfactory to a Lender unless inquiries existing on the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDate.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower hereunder on the Closing Date is subject to satisfaction (the satisfaction, or waiver) due waiver in accordance with Section 11.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Lenders: (a) The Administrative Agent’s (or, in and the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) Lenders’ receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with duly executed by the requirements hereofBorrower delivered at least one Business Day prior to the Closing Date but which may be conditioned on the consummation of the Transactions; (ii) this Agreement duly executed counterparts of this Agreementby the Borrower and Holdings; (iii) a Note the Guaranty and the Security Agreement, in each case, duly executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party theretoParty, together with: (A) copies of certificates, if any, representing the Pledged Equity referred to therein of the Borrower and its Subsidiaries and constituting Collateral, in each case, accompanied by copies of undated stock powers executed in blank and instrumentsblank, if anyin each case, evidencing including evidence reasonably satisfactory to the Pledged Debt indorsed in blankLenders that such collateral was delivered on or prior to the Closing Date to the First Lien Collateral Agent; (B) proper financing statements (Form UCC-1 or a Perfection Certificate duly executed by the equivalent) naming each Borrower on behalf of the Loan Party for filing Parties; and to the extent required under the UCC Collateral Documents, evidence that all other actions, recordings and filings required shall have been taken, completed or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; andotherwise provided thereunder; (C) copies UCC financing statements in proper form for filing with authorization to file all Uniform Commercial Code financing statements in the jurisdiction of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to organization of each Loan Party. (iv) the Closing Date Intercreditor Agreement duly executed by the First Lien Collateral Agent and an acknowledgement thereof duly executed by the Loan Parties; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of the Borrower and each other Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing DateDate and, in the case of the Borrower, including certification by a Responsible Officer of the Borrower that the conditions specified in clauses (c), (e) and (f) below have been satisfied; (vi) an opinion from the following special counsel to the Loan Parties (or certain of the Loan Parties): (A) Xxxxxx & Xxxxxxx LLP, with respect to matters of New York law and certain aspects of California and Delaware law, and (B) Miller, Pitt, Xxxxxxx & XxXxxxxx P.C., with respect to matters of Arizona law; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2;I; and (ixviii) copies of a recent Lien, tax and judgment search in each jurisdiction reasonably requested by the Lenders with respect to the Loan Parties; certified copy copies of the Acquisition Agreement and exhibitsFirst Lien Credit Agreement, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the First Lien Security Agreement and to the extent that a First Lien on such Collateral may be perfected solely (x) by the filing Guaranty comprising part of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion)Loan Documents. (b) All fees and expenses required to be paid hereunder on the Closing Date (and all fees and expenses required to be paid under the Agency Fee Letter and the Fee Letter on the Closing Date) and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full in cash, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities. In addition, including fees pursuant to the Administrative Agent shall have received a fully executed copy of the Agency Fee Letter. (c) Prior Confirmation from the Borrower that prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Closing Date Refinancing, and the funding of the First Lien Initial Term Loans shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to will be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000consummated. (d) No Material Adverse Effect (as defined in The Lenders and the Acquisition Agreement) Agents shall have occurred or arisen since April 21received (a) at least three Business Days prior to the Closing Date all documentation and other information about the Loan Parties reasonably requested in writing by them at least ten Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, 2015including the USA PATRIOT Act, that in each case has been requested in writing at least ten Business Days prior to the Closing Date, and (b) at least two Business Days prior to the Closing Date, a Beneficial Ownership Certification. (e) The Specified Representations representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent As of the Closing Date, no Default or Event of Default shall have received occurred and be continuing on such date (immediately prior to giving effect to the Annual Financial Statements and extensions of credit requested to be made) or would result after giving effect to the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof)extensions of credit requested to be made on such date. (g) The Arrangers Administrative Agent and the Lenders shall have received the Pro Forma Financial Statements. an unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of comprehensive income (hloss) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about of the Borrower and its Subsidiaries as of and for the Guarantors as shall have been reasonably requested twelve month period ending on December 31, 2018, in writing by the Administrative Agent at least seven calendar days prior each case, giving effect to the Closing Date and Transactions as determined by if the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. Transactions had occurred as of such date (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to case of such balance sheet) or at the interests beginning of such period (in the case of such statement of comprehensive income (loss)), which need not be prepared in compliance with Regulation S-X of the Lenders shall be true and correct in all material respectsSecurities Act of 1933, but only to the extent that Holdings as amended, or its applicable affiliates have or would have the right include adjustments for purchase accounting (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests including adjustments of the Borrowertype contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersBusiness Combinations (formerly SFAS 141R)). Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder 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 Initial Borrowing. The obligation of each Lender to make fund a Loan hereunder Borrowing hereunder, or to continue its loans hereunder, on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed among the Parent and the Administrative Agent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (including each Person becoming a Loan Party as a result of the ATC Acquisition or the Thixoforming Acquisition) each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the each Borrower in favor of each Lender that has requested a Note at least two one (1) Business Days Day in advance of the Closing Date; (iv) a copy of the Organization Documents in relation subject to each Loan Party; (v) the Security AgreementSection 6.17, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed delivered hereunder on the Closing Date as indicated on such scheduleDate, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (Bv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent a duly executed Perfection Certificate with respect to each all Loan PartyParties; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan PartyParty (including each Person becoming a Loan Party as a result of the ATC Acquisition or the Thixoforming Acquisition), certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) such Person as the Administrative Agent may reasonably require attaching and certifying to the Organization Documents of each such Person 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 Person is a party or is to be a party on the Closing Date; (vii) an opinion from evidence that all other actions, recordings and filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (xafter giving effect to the ATC Acquisition and the Thixoforming Acquisition) Xxxxxxxx shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, in each case except for actions required to be taken under Section 6.17; (viii) legal opinions of Wuersch & Xxxxx Xxxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, and such local counsel in Washingtonas the Administrative Agent may reasonably require, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent, dated the Closing Date, and addressed to the Administrative Agent, the Collateral Agent, and the Lenders; (viiiix) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Parent (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2H; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a all required financing statement statements under the Uniform Commercial Code or (y) subject in form and substance satisfactory to the Closing Date Intercreditor AgreementAdministrative Agent; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and all premiums thereon paid and that the Collateral Agent has been named as lender loss payee and/or additional insured, by the delivery of stock certificates of the Borroweras applicable, the Target and any of their respective wholly owned Domestic Subsidiaries under each appropriate insurance policy to the extent possession of such stock certificates or other certificates perfects required hereunder; and (xii) a security interest therein (provided that such stock certificates, other than stock certificates certificate from the chief financial officer of the Borrower or any of its material wholly owned subsidiariesParent certifying that (the Total Leverage Ratio as at and for such period is not greater than 2.75:1.00, will be required to be delivered on the Closing Date only together with reasonably detailed calculations and giving Pro Forma Effect to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion)Transactions. (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, the extent invoiced at least two Business Days before prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)Date) shall have been paid from in full in cash (or arrangements satisfactory to the proceeds Administrative Agent shall have been made for payment of such amounts immediately upon the making of the initial fundings under the Facilities, including fees pursuant to the Fee LetterLoans hereunder). (c) Prior Simultaneously with the execution of this Agreement, each of the ATC Acquisition and the Thixoforming Acquisition shall be consummated in accordance with applicable law and in accordance in all material respects with the ATC Acquisition Agreement and the Thixoforming Acquisition Agreement and other agreements related thereto (all of which must be reasonably satisfactory to the Arranger) without waiver or modification of any provision of the ATC Acquisition Agreement or the Thixoforming Acquisition Agreement or other agreement in any material respect that would have a material adverse effect on the Lenders without the prior written consent of the Administrative Agent. (d) The Administrative Agent shall have received true and correct copies of recent Lien, tax and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties (including each Person becoming a Loan Party as a result of the ATC Acquisition or the Thixoforming Acquisition) and such Lien searches shall reveal no Liens (including any liens relating to any supplier contracts) other than Permitted Liens. (e) Immediately after giving effect to the Transactions and substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendmentsprincipal, waivers premium, if any, interest, fees and other amounts due or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of outstanding under each of the Term Facility and Existing Loan Agreement, the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated Convertible Note Documentation and all security interests documents evidencing Indebtedness of ATC or Thixoforming and guarantees all documentation evidencing or issued in connection therewith shall have been paid in full and the commitments thereunder terminated and all guarantees and security in support thereof discharged and released; , and the Administrative Agent shall have received reasonably satisfactory evidence thereof, and (iiiii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 Parent and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct its Subsidiaries (after giving effect to any qualification thereinthe ATC Acquisition and the Thixoforming Acquisition) in all respects on such respective datesshall have outstanding no Indebtedness for borrowed money or preferred Equity Interests other than (A) the Loans and (B) up to $100,000 of Indebtedness permitted by Section 7.03(f) and (ii) the Borrowers shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than membership interests owned by the Parent. (f) The Administrative Agent shall have received a notice setting forth the Annual Financial Statements and deposit account or accounts of the Quarterly Financial Statements Borrowers maintained at RBSC (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g“Funding Account”) The Arrangers shall have received to which the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing Lender is authorized by the Administrative Agent at least seven calendar days prior Borrowers to transfer the Closing Date and as determined by the Administrative Agent proceeds of any Borrowings requested or authorized pursuant to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation obligations of ------------------------------- each Lender to make a Loan hereunder on the Closing Date is Bank under this Agreement are subject to the satisfaction (or waiver) of the conditions set forth in Section 3.02 and receipt by the Banks of the following conditions precedent:(in sufficient number of counterparts (except as to the Notes) for delivery of a counterpart to each Bank): (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt from each of the following, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly parties hereto a duly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts counterpart of this Agreement; (iiib) a duly executed Note executed by the Borrower in favor for the account of each Lender that has requested Bank complying with the provisions of Section 2.03; (d) the Borrower's most recent audited consolidated financial statements, including, without limitation, a Note at least two Business Days balance sheet and income statement and its most recent 10-K filed with the Securities and Exchange Commission, in advance such form and substance satisfactory to the Banks in their sole discretion; (e) a certificate, dated as of the Closing Target Date, signed by a principal financial officer of the Borrower, to the effect that (i) no Default has occurred and is continuing on the Target Date and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the Target Date; (ivf) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as all documents which any Bank may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing (request relating to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates existence of the Borrower, the Target corporate authority for and the validity of the Loan Documents to which the Borrower is a party, and any of their respective wholly owned Domestic Subsidiaries other matters relevant thereto, all in form and substance satisfactory to the extent possession Banks, including, without limitation, a certificate of such stock certificates incumbency of the Borrower, signed by the Secretary or other certificates perfects an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower, authorized to execute and deliver the Loan Documents, and certified copies of the following items as to the Borrower: (i) its Certificate of Incorporation, (ii) its Bylaws, (iii) a security interest therein (provided that such stock certificates, other than stock certificates certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation, and (iv) the action taken by its Board of Directors (or any of a duly authorized committee thereof) authorizing its material wholly owned subsidiariesexecution, will be required to be delivered on the Closing Date only to the extent the stock certificates delivery and performance of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Datewhich it is a party; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof).and (g) The Arrangers shall have received the Pro Forma Financial Statementsa Notice of Borrowing, if necessary. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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 or as otherwise set forth in Section 6.16 and on Schedule 1.01A: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) executed counterparts of (x) this Agreement from the Borrower and Holdings and (y) a Committed Loan Notice consent and reaffirmation from each Subsidiary Guarantor in accordance with form and substance reasonably satisfactory to the requirements hereofAdministrative Agent; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (Aiii) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blankblank (it being agreed that this condition has been satisfied by delivery of the Pledged Equity and related stock powers previously delivered to the Collateral Agent pursuant to the Existing Credit Agreement); (Biv) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or evidence that all other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lienactions, bankruptcy, judgment, copyright, patent recordings and trademark searches in each jurisdiction reasonably requested by filings that the Administrative Agent with respect and the Collateral Agent may deem reasonably necessary to each Loan Partysatisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Ropes & Xxxxx Gxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel Parties substantially in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in the form and substance reasonably satisfactory to the Administrative Agentof Exhibit G; (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named, including (i) standard flood hazard determination forms with respect to each Mortgaged Property and, (ii) if any Mortgaged Property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent; and (ix) copies of a certified copy of the Acquisition Agreement recent Lien and exhibits, annexes and schedules thereto, duly executed judgment searches in each jurisdiction reasonably requested by the parties thereto, together Administrative Agent with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as respect to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion).Loan Parties; (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, and invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently simultaneously with the initial Borrowings on the Closing Date, the Borrower shall have executed and delivered an amendment to the ABL Credit Agreement to the ABL Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, permitting, among other things, the incurrence of the Initial Loans hereunder. (d) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Borrower shall have been consummated in taken all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendmentsother necessary actions such that, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions Transaction, (i) Holdings, the Borrower and (B) any amendment the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money or preferred Equity Interests other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; than Indebtedness permitted by Section 7.03 and (ii) the Refinancing Borrower shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and outstanding no Equity Interests (iiior securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015other than common stock owned by Holdings. (e) The Specified Representations Arrangers shall be true have received (i) the Annual Financial Statements and correct in all material respects on and as of (ii) the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesQuarterly Financial Statements. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days five (5) days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent them at least seven calendar days ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and as determined by the Administrative Agent Lenders to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (ig) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement Since February 2, 2013, there shall not have been any effect, change, event or occurrence that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have has had or would reasonably be expected to have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warrantiesMaterial Adverse Effect. (jh) The Borrower and its Restricted Subsidiaries Refinancing shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement been consummated or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to consummated substantially concurrently with the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersClosing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation of each Lender to make a Loan Borrowing 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: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile facsimiles or “PDF” copies or delivered by other electronic method (in each case followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) with evidence that certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blankblank have been delivered to the First Lien Term Administrative Agent; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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; (viivi) an opinion from (x) Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx Parties substantially in the form of Exhibit G-1 and an opinion from Xxxxxxxx Xxxx LLP, local Ohio counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent;Loan Parties substantially in the form of Exhibit G-2. (viiivii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions2018 Refinancing Transaction) substantially in the form attached hereto as Exhibit D-2K; (viii) evidence that all insurance (other than title insurance) required to be maintained pursuant to the Loan Documents as of the Closing Date has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; (ix) (A) a certified copy completed “life of the Acquisition Agreement and exhibits, annexes and schedules thereto, loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property duly executed and acknowledged by the parties thereto, together appropriate Loan Parties and (B) with respect to any Mortgaged Property which is designated as a certification “flood hazard area” in any Flood Insurance Rate Map established by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(dFederal Emergency Management Agency (or any successor agency), (e) and (i) have been satisfied or waivedevidence of flood insurance as required by Section 6.07 hereof; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely and (x) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the filing of a financing statement under the Uniform Commercial Code or (y) subject Administrative Agent with respect to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion)Loan Parties. (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, and invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently with The Administrative Agent shall have received reasonably satisfactory evidence that the initial Borrowing Topco Notes have been called for redemption in full on a redemption date that is no later than the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) The Arrangers shall have occurred or arisen since April 21, 2015received the Annual Financial Statements. (ei) The Specified Representations Arrangers shall have received at least five (5) days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (ii) At least five days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation then it shall deliver a Beneficial Ownership Certification in relation to such Borrower. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, furtherfurther that, 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. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers No Default or Event of Default shall have received exist, or would result from the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to Borrowing of the Loans on the Closing Date all documentation and other information about or from the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests application of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangersproceeds therefrom. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)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 Initial Borrowing. The obligation obligations of each Lender the Banks to make a Loan the initial Loans hereunder on the Closing Date is are subject to satisfaction (or waiverwaiver in accordance with Section 9.5) of the following conditions precedentconditions: (a) The receipt by the Administrative Agent’s Agent of counterparts hereof signed by each of the parties hereto (or, in the case of clause any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telecopy or other written confirmation from such party of execution of a counterpart hereof by such party); (v)(A)b) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; (c) receipt by the Administrative Agent of a certificate of the chief financial officer, the Designated First Lien Representative’s, treasurer or an assistant treasurer of the Borrower stating that the Specified Representations of the Borrower are true in accordance with all material respects as of the date of such certificate; (d) receipt by the Administrative Agent of all fees and expenses payable to the Administrative Agent or any Bank on or prior to the Closing Date Intercreditor Agreementunder the Fee Letter and all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including the expenses of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, in each case to the extent invoiced at least two Domestic Business Days prior to the Closing Date; (e) receipt by the Administrative Agent of (i) an opinion of Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to the Loan Parties, substantially in the form of Exhibit C hereto and (ii) an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit D hereto; (f) receipt by the Administrative Agent of a certificate of the followingsecretary or assistant secretary of each Loan Party, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer dated as of the signing Loan Party each Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, , certifying (i) that attached thereto is a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor true and complete copy of each Lender that has requested a Note at least two Business Days in advance organizational document of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (vi) such certificates of good standing certified (to the extent such concept existsapplicable) from as of a recent date by the applicable secretary Secretary of state State (or equivalent Governmental Authority) of the state or jurisdiction of organization of each Loan Partyits organization, certificates (ii) that attached thereto is a true and complete copy of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of duly adopted by the board of directors, board directors of managers or members of each such Loan Party (in each caseauthorizing the execution, as appropriate or applicable) as delivery and performance of 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 Person is a party or is to be a party on the Closing Date; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Coloradoand, in each the case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target Borrowings hereunder, and any of their respective wholly owned Domestic Subsidiaries that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) as to the extent possession incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such stock certificates or other certificates perfects Loan Party (together with a security interest therein (provided that such stock certificates, other than stock certificates certificate of another officer as to the incumbency and specimen signature of the Borrower secretary or any assistant secretary executing the certificate in this clause (e)) and (iv) that there have been no changes in the certificate of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates incorporation or bylaws (or equivalent organizational document) of the Target’s wholly owned Domestic Subsidiaries are received such Loan Party from the Targetcertificate of incorporation or bylaws (or equivalent organizational document) shall not constitute conditions precedent delivered pursuant to clause (i) above; and (g) the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or consummation (either prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on funding of Loans under this Agreement) of the Closing Dateother Transactions, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of applicable law and the Acquisition Agreement (without giving effect to any amendments, amendments to or waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Closing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (i) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material materially adverse to the interests of the Lenders shall be true Banks and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 not approved by or acceptable or satisfactory to a Lender unless the Agents); The Administrative Agent shall have received promptly notify the Borrower and the Banks of the Closing Date, and such notice from such Lender prior to the proposed Closing Date specifying its objection theretoshall be conclusive and binding on all parties hereto.

Conditions to Initial Borrowing. The obligation of each Lender to make a Loan extend credit to the Borrower and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction prior to (or waiversubstantially simultaneously with) the consummation of the Acquisition of, or due waiver in accordance with Section 11.01 of, each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent or otherwise set forth on Schedule 6.16: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in.pdf format unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,Party: (i) a Committed Loan Notice in accordance with Notice, which must be delivered at least (A) three (3) Business Days Business Days prior to the requirements hereofClosing Date if the Borrowing on the Closing Date will be of Eurodollar Rate Loans or (B) one (1) Business Day prior to the Closing Date if the Borrowing on the Closing Date will be of Base Rate Loans; (ii) executed counterparts of this AgreementAgreement and the Guaranty; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a4.01(a)(iii) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is a party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, instruments evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming a Perfection Certificate duly executed by each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security AgreementParty; and (C) copies of Liento the extent required under the Collateral and Guarantee Requirement, bankruptcyevidence that all other actions, judgmentrecordings and filings required shall have been taken, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Partycompleted or otherwise provided thereunder; (viiv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 DateDate and, in the case of the Borrower including certification by a Responsible Officer of the Borrower that (x) the documents referred to in clause (vii) below are in full force and effect as of the Closing Date and (y) the conditions specified in clauses (c) and (h) below have been satisfied (it being acknowledged that the conditions specified in this Section 4.01(a)(iv) shall be deemed satisfied to the extent such documents are delivered substantially simultaneously with the consummation of the Acquisition); (viiv) an opinion from (x) Xxxxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, special New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viiivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2I; (ixvii) a certified copy copies of the Acquisition Agreement and exhibits, annexes the schedules and schedules exhibits thereto, duly executed by the parties thereto; (viii) copies of a recent Lien, together tax and judgment search in each jurisdiction reasonably requested by the Administrative Agent with a certification respect to the Loan Parties to the extent requested by a Responsible Officer the Administrative Agent no less than thirty (30) days prior to the Closing Date; and (ix) customary payoff letters (to the extent delivered by the Company on the Closing Date) reflecting the amounts required to fully repay all outstanding Indebtedness and providing for the termination of all commitments under the Existing Credit Agreements and, subject to the receipt of the Borrower that such document is specified repayment amounts, the release of all liens, if any, in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waivedconnection therewith; provided, however, that, each of the requirements set forth in clause (viii) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target Borrower and any of their respective its wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the TargetSubsidiaries) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 ninety (90) days after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion); provided, further, that with respect to the requirements set forth in clauses (ii), (iii) and (iv) above, above, each document or instrument required to be executed by a Loan Party other than Holdings or the Borrower (a “Post-Closing Loan Party”), such execution shall not be a condition to the funding of the Facilities and such Post-Closing Loan Party shall execute and deliver such Loan Documents after consummation of the Acquisition, but no later than 5:00 p.m., New York City time, on the Closing Date. (b) All fees and expenses required to be paid hereunder on the Closing Date (and all fees and expenses required to be paid under the Commitment Letter and the Fee Letter on the Closing Date) and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from the proceeds of the initial fundings under the Facilities, including fees pursuant to the Fee Letterin full in cash. (c) Prior to or substantially concurrently simultaneously with the initial Borrowing on the Closing Date, (i) the Acquisition Equity Contribution shall have been consummated; and (ii) the Acquisition shall be consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendmentsamendments or waivers thereto since June 14, waivers or consents thereto or modifications thereof 2014 that amend or waive any terms of the Acquisition Agreement in a manner are materially adverse to the Lenders in their capacities as such without the consent of the Arrangerseach Lead Arranger, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction material change to the definition of “Material Adverse Effect” contained in the purchase price Acquisition Agreement or any change or waiver of the condition precedent set forth in Section 9.2(a) of the Acquisition Agreement (as it relates to the representation Section 5.6(a) of the Acquisition Agreement) of the Acquisition Agreement, shall not be deemed to be materially adverse to the Lenders so long as and shall require the consent of each Lead Arranger, (iB) any increase a reduction in the purchase price shall not be funded with additional indebtedness and (ii) any reduction under the Acquisition Agreement shall be deemed not to be materially adverse so long as it is allocated (x1) first, to a reduction in the Equity Contribution until the Equity Contribution shall equal the Minimum Equity Contribution and (2) thereafter, (x) 70.0% to reduce the amount of any EMC Parent Preferred Units Term Loan Commitments and the commitments under the Second Lien Credit Agreement (on a pro rata basis) dollar for dollar and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion 30.0% to the actual percentages that the amount of each of the Term Facility Equity Contribution and the First Lien Term Facility bear (C) any change to the pro forma total capitalization terms of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without that increases the prior written consent of the Arrangers (such consent not cash consideration required to be unreasonably withheld, conditioned or delayed) paid by the Borrower thereunder shall not be deemed to be materially adverse to if such increase is funded with an increase in the interests aggregate amount of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000Equity Contribution. (d) No Material Adverse Effect (The Second Lien Credit Documents required by the terms of the Second Lien Credit Agreement to be executed on the Closing Date, shall have been duly executed and delivered by each Loan Party thereto, shall be in full force and effect and shall be on terms as defined substantially provided for in the Acquisition Agreement) Commitment Letter or otherwise reasonably satisfactory to each Lead Arranger and the Administrative Agent shall have occurred received a certified copy of the executed Second Lien Credit Agreement. Prior to or arisen since April 21substantially simultaneously with the initial Borrowing on the Closing Date, 2015the Borrower shall have received at least $760,000,000 in gross cash proceeds from the Second Lien Term Loan. (e) The Specified Representations Closing Date Refinancing shall be true and correct in all material respects on and as of have been consummated prior to or substantially concurrently with the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesAcquisition. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent Lenders shall have received at least two three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as shall have been Loan Parties reasonably requested in writing by the Administrative Agent them at least seven calendar days ten (10) Business Days prior to the Closing Date and as determined by the Administrative Agent in order to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. (ig) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to Representations and the interests of the Lenders Specified Representations shall be true and correct in all material respectsrespects (or, but only if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date; provided that, to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement Representation specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date; provided further that a failure of any Acquisition Agreement Representation to be true and correct shall not (i) result in a failure of the condition to the initial availability of the Facilities on the Closing Date or decline (ii) result in a Default or Event of Default, unless, in each case, such failure results in a failure of a condition precedent to the Borrower’s (or any Affiliates’) obligation to consummate the Acquisition as a result pursuant to the terms of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreement, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the Arrangers. Without limiting the generality of the provisions of Section 9.03(e), 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 Initial Borrowing. The parties hereto acknowledge and agree that the obligation of each Initial Lender to make its initial Loan hereunder is subject to the simultaneous repayment by the Borrower of all amounts due and owing under the Second Amended and Restated Credit Agreement and the effective termination by all parties thereto of the Second Amended and Restated Credit Agreement. The obligation of each Initial Lender to make a its initial Loan hereunder on the Closing Date is further subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall be original, pdf originals or facsimile copies or delivered by other electronic method telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Borrower, or other appropriate party, as applicable, and each in form and substance reasonably satisfactory to the Administrative Agent,Agent and each of the Initial Lenders, or to the Administrative Agent on behalf of the Initial Lenders, as noted below: (i) a Committed Loan Notice executed counterparts of the Collateral Agreement and Security Agreement, sufficient in accordance with number for distribution to the requirements hereofAdministrative Agent and the Custodian; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower Borrowers in favor of each Initial Lender that has requested requesting a Note at least two Business Days in advance of the Closing DateNote; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; and (C) copies of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party; (viiii) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 Borrower is a party party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each of the Borrowers is validly existing, in good standing and qualified to engage in business in each jurisdiction where such Borrowers’ 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 party on Material Adverse Effect; (v) a favorable written opinion (addressed to the Administrative Agent and the Initial Lenders and dated the Closing Date) of each of (A) the in-house general counsel for the Borrowers, substantially in the form of Exhibit G-1 hereto (B) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrowers, substantially in the form of Exhibit G-2 hereto, and (C) Xxxxxx and Calder, counsel for the Borrowers that are Cayman Islands companies, with respect to matters of Cayman Islands law substantially in the form of Exhibit G-3 and Exhibit G-4, respectively, and in each case, covering such other matters relating to the Borrowers, this Agreement, the other Loan Documents or the transaction contemplated hereby or thereby as the Administrative Agent shall reasonably request (and the Borrowers hereby request such counsel to deliver such opinions); (vi) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the Administrative Agent, either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower 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; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (y) Helsell Xxxxxxxxx LLP, local counsel in Washington, and (z) Xxxxx & Xxxxxx, local counsel in Coloradoa certificate signed by a Responsible Officer of each Borrower, in each case in a form and substance reasonably satisfactory to the Administrative Agent, certifying (A) that the conditions specified in Sections 4.03(a) and 4.03(b) 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; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification signed by a Responsible Officer of the Borrower that such document is each Borrower, in full force and effect as of the Closing Date and as a form satisfactory to the matters specified Administrative Agent, stating that (A) no action, suit, investigation or proceeding is pending or threatened in Sections 4.01(d)any court or before any arbitrator or governmental instrumentality that purports to affect any Borrower or any Subsidiary thereof or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, (eB) immediately prior to and (i) have been satisfied or waived; provided, however, thatfollowing the transactions contemplated herein, each of the requirements set forth in clause Borrowers shall be Solvent, and (vC) above, including as of the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for date occurring immediately after the execution of this Agreement and delivery the other Loan Documents and, also, as of the Security Agreement and to the extent that a Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (and, with respect to expenses, invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid from the proceeds date of the initial fundings under the Facilities, including fees pursuant to the Fee Letter. (c) Prior to or substantially concurrently with the initial Borrowing on the Closing DateLoan hereunder, (i1) the Acquisition shall have been consummated in no Default or Event of Default exists and (2) all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction representations and warranties contained herein and in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations shall be are true and correct in all material respects on and as of the Closing Date; provided (except 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, furtherand except that, for purposes of this Section 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01); (ix) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the Administrative Agent, certifying, together with evidence, in form and substance reasonably satisfactory to the Administrative Agent, that any representation and warranty that is qualified as the Security Documents are effective to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) create in all respects on such respective dates. (f) The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements (it being understood favor of the Administrative Agent hereby acknowledges receipt thereof). a legal, valid and enforceable first Lien and security interest in or on each item of Collateral (g) The Arrangers shall have received including, without limitation, all Specified Financial Assets identified on the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least two Business Days prior to the Borrowing Base Closing Date all documentation Schedule) in existence and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing owned or controlled by the Administrative Agent at least seven calendar days prior to Borrowers as of the Closing Date and as determined by that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to be required under applicable “know your customer” protect and anti-money laundering rules and regulations, including the USA Patriot Act.preserve such security interests shall have been duly effected; (ix) The representations a completed and warranties made by fully executed Perfection Certificate from the Target Borrowers and the results of Uniform Commercial Code searches (and the equivalent thereof in all applicable foreign jurisdictions) with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respectsCollateral, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have indicating no material outstanding indebtedness for borrowed money Liens other than the Facilities under this Agreement, the Second Lien Term Facility Liens permitted by Section 7.01(a) and indebtedness permitted to be incurred otherwise in form and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be substance reasonably satisfactory to the Arrangers; it being agreed that the terms and conditions Administrative Agent on behalf of the EMC Parent Preferred Units are Initial Lenders; (xi) a certificate signed by a Responsible Officer of each Borrower, in a form satisfactory to the ArrangersAdministrative Agent, certifying, together with evidence, in form and substance reasonably satisfactory to the Administrative Agent, that all governmental and third party approvals necessary in connection with the financing contemplated by this Agreement and the continuing operations of each of Borrowers and each of their Subsidiaries shall have been obtained and be in full force and effect; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Unless waived by the Administrative Agent, the Borrowers 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 Borrowers and the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(e)9.04, for purposes of determining compliance with the conditions specified in this Section 4.014.02, 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 Initial Borrowing. The obligation of each Lender to make a Loan hereunder extend credit to the Borrower on the Closing Date is subject only to satisfaction (the satisfaction, or waiver) waiver in accordance with Section 10.01, of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Required Lenders: (a) The Administrative Agent’s (or, in the case of clause (v)(A), the Designated First Lien Representative’s, in accordance with the Closing Date Intercreditor Agreement) receipt of the following, each of which shall may be originaloriginals, pdf facsimiles or facsimile copies or delivered by other electronic method (followed promptly by originals) in .pdf format, unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent,: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note duly executed by the Borrower delivered as set forth in favor Section 2.01(b), which (if delivered prior to the Closing Date) shall be deemed to be conditioned on the consummation of each Lender the Transactions that has requested a Note at least two Business Days in advance of are to occur on the Closing Date; (ivii) a copy of this Agreement duly executed by the Organization Documents Borrower; (iii) the Guaranty and the Security Agreement, in relation to each case, duly executed each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein of the Restricted Subsidiaries that constitute Collateral, in each case, accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank;; and (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created a Perfection Certificate duly executed by the foregoing Security Agreement; and (C) copies Borrower on behalf of Lien, bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan PartyParties; (viv) such (A) certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other applicable office of the state of organization or formation of the Borrower and each other Loan Party, certificates of (B) resolutions or other corporate or limited liability company action, applicable action of the Borrower and each other Loan Party and (C) an incumbency certificates certificate and/or other certificates certificate of Responsible Officers of the Borrower and each other Loan Party and resolutions of the board of directorsParty, board of managers or members of each Loan Party (in each case, as appropriate or applicable) 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 it is a party or is to be a party on the Closing Date; (vi) the Closing Date Intercreditor Agreement duly executed by the Revolving Agent and an acknowledgment thereof duly executed by the Loan Parties; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York the following special counsel to the Loan Parties (or certain of the Loan Parties, (y) Helsell Xxxxxxxxx ): Xxxxxx & Xxxxxxx LLP, local counsel in Washington, with respect to matters of New York and (z) Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent;certain aspects of Delaware law; and (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower as to the Solvency (immediately after giving effect to the TransactionsTransactions on the Closing Date) of the Borrower substantially in the form attached hereto as Exhibit D-2H; (ix) a certified copy of the Acquisition Agreement and exhibits, annexes and schedules thereto, duly executed by the parties thereto, together with a certification by a Responsible Officer of the Borrower that such document is in full force and effect as of the Closing Date and as to the matters specified in Sections 4.01(d), (e) and (i) have been satisfied or waived; provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments 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 such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) subject to the Closing Date Intercreditor Agreement, by the delivery of stock certificates of the Borrower, the Target and any of their respective wholly owned Domestic Subsidiaries to the extent possession of such stock certificates or other certificates perfects a security interest therein (provided that such stock certificates, other than stock certificates of the Borrower or any of its material wholly owned subsidiaries, will be required to be delivered on the Closing Date only to the extent the stock certificates of the Target’s wholly owned Domestic Subsidiaries are received from the Target) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, 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 after the Closing Date (subject to extensions approved by the First Lien Administrative Agent in its reasonable discretion). (b) All fees and expenses required to be paid hereunder (on the Closing Date and, with respect to expensesexpenses and legal fees, to the extent invoiced in reasonable detail at least two Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower)) shall have been paid from in full, it being agreed that such fees and expenses may be paid with the proceeds of the initial fundings under funding of one or more of the Facilities, including fees pursuant to the Fee Letter.; (c) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto or modifications thereof that amend or waive any terms of the Acquisition Agreement in a manner materially adverse to the Lenders in their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) any increase or reduction in the purchase price shall not be deemed to be materially adverse to the Lenders so long as (i) any increase in the purchase price shall not be funded with additional indebtedness The representations and (ii) any reduction shall be allocated (x) first, to reduce the amount of any EMC Parent Preferred Units and (y) second, to ratably reduce the Term Facility and the First Lien Term Facility in proportion to the actual percentages that the amount of each of the Term Facility and the First Lien Term Facility bear to the pro forma total capitalization warranties of the Borrower and its Subsidiaries after giving effect to the Transactions and (B) each other Loan Party contained in Article V or any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the Lenders; (ii) the Refinancing shall have been consummated and all security interests and guarantees in connection therewith shall have been terminated and released; and (iii) the Loan Parties shall have entered into the First Lien Loan Documents providing for the First Lien Term Loans in an aggregate principal amount equal to $268,000,000 and the Revolving Credit Commitments in an aggregate principal amount equal to $35,000,000. (d) No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred or arisen since April 21, 2015. (e) The Specified Representations Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (fd) The Administrative Agent shall have received Since March 27, 2020, there has been no event or circumstance, either individually or in the Annual Financial Statements aggregate, that has resulted in, and is reasonably expected, individually or in the Quarterly Financial Statements aggregate, to result in a materially adverse effect on the business, operations, assets, liabilities (it being understood actual or contingent) or financial condition of the Administrative Agent hereby acknowledges receipt thereof)Borrower and its Restricted Subsidiaries, taken as a whole. (ge) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent Lenders shall have received at least two three Business Days prior to the Closing Date (i) all documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested Loan Parties in writing by the Administrative Agent at least seven calendar days prior order to the Closing Date and as determined by the Administrative Agent to be required under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot PATRIOT Act. , and (iii) The representations and warranties made by the Target with respect to the Target and its Subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct in all material respects, but only to the extent that Holdings or its applicable affiliates have or would have the right (taking into account any applicable cure provisions) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition Initial Borrower qualifies as a result of “legal entity customer” a breach of such representations and warranties. (j) The Borrower and its Restricted Subsidiaries shall have no material outstanding indebtedness for borrowed money other than the Facilities under this Agreementcustomary FinCEN beneficial ownership certificate, the Second Lien Term Facility and indebtedness permitted to be incurred and remain outstanding under the Acquisition Agreement, this Agreement or the Second Lien Loan Documents. (k) The terms and conditions that in respect of any preferred Equity Interests of the Borrower, Holdings, Parent or any of their direct or indirect parent holding companies shall be reasonably satisfactory each case has been requested in writing at least ten Business Days prior to the Arrangers; it being agreed that the terms and conditions of the EMC Parent Preferred Units are satisfactory to the ArrangersClosing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03(e)10.01, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement or funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.