Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:Agent or as provided in Schedule 6.12 (notwithstanding the provisions of Section 11.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of the requirements hereofAmendment and Restatement Agreement and the Guaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleDate, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts therein and required therein to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”)be delivered, accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank; (including B) to the Intercompany Note) indorsed extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in blank (or confirmation states in lieu thereof which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security AgreementAgent; and (C) evidence that all other actions, agreements, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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, such certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) (i) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP, special New York counsel to the Loan PartiesParties substantially in the form of Exhibit H-1 and (ii) an opinion from Young Xxxxxxx Stargatt & Xxxxxx, LLP, Delaware counsel to the Loan Parties substantially in the form of Exhibit H-2; (vi) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect evidence that all insurance required to be maintained pursuant to the Transactions) substantially Loan Documents has been obtained and is in effect and that the form attached hereto Administrative Agent has been named as Exhibit E-2 (orloss payee and/or additional insured, at the sole option and discretion of the Borroweras applicable, a third-party opinion under each insurance policy with respect to such insurance as to which the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Administrative Agent shall have requested to be so named; (viii) a certificateCommitted Loan Notice and/or Letter of Credit Application, dated as applicable, relating to the Closing Date initial Credit Extensions; (ix) copies of a recent Lien and signed judgment search in each jurisdiction reasonably requested by a Responsible Officer of the Borrower, confirming satisfaction of Administrative Agent with respect to the conditions set forth in Sections 4.01(c) and (g)Loan Parties; and (ixx) the Perfection Certificate, an Intercompany Note duly completed and executed by the each Loan PartiesParty. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid to the Lenders and the Agents hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from in full in cash or directed by the Borrower to be paid with the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans or Revolving Credit Loans made on the Closing Date. (dc) The Joint Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five Business Days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken[Reserved]; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.02(i) and (gii); and; (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment Prior to or substantially simultaneously with the initial Credit Extensions, the Borrower shall have been consummatedreceived at least $1,500,000,000 in gross cash proceeds from the issuance of the 5 5/8% Senior Notes, which proceeds shall have been, or shall be consummated substantially concurrently simultaneously with the borrowing of the Initial Term Loans on the Closing Dateinitial Credit Extensions shall be, released from escrow, if applicable. (d) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions (i) the Refinancing has been consummated and (ii) the 8% Quarterly Interest Bonds due 2031 issued by Hilton Worldwide, Inc. have been called for redemption. (e) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Unaudited Financial Statements. (ef) The Administrative Agent shall have received at least 3 Business Days days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, Prior to or shall be consummated substantially concurrently simultaneously with the initial borrowing under any Facility Credit Extensions, Unrestricted Subsidiaries of the Borrower shall have collectively received (i) at least $3,500,000,000 in gross cash proceeds from commercial mortgage backed securities financings and (ii) at least $525,000,000 in gross cash proceeds from a mortgage loan secured by the property known as the Waldorf-Astoria New York, in each case substantially on the terms disclosed to the Lead Arrangers prior to the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Initial Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.01 and the paragraph immediately succeeding Section 4.01(h)) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies originals, facsimiles or other facsimiles electronic copies (in each case, followed promptly by originalsoriginals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Initial Lenders: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; , the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Guaranty, the Security Agreement (iii) and intellectual property security agreements required thereunder), and each Collateral Document set forth on Schedule 1.01B required of the other Loan Documents to be executed entered into on the Closing Date as indicated on and prior to any such scheduleinitial Credit Extension, duly executed by each Loan Party theretoin any case, subject to the provisions of this Section 4.01 and together with (subject to except as provided in the last paragraph Collateral Documents and/or the provisions of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, pledged equity referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and (if applicable) instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed pledged debt referred to therein endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificatesblank, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);and (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions evidence that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by (UCC financing statements (excluding, for the Collateral Documents as avoidance of doubt, local fixture filings in respect of the Closing Date or Billboard Collateral) and intellectual property security agreements) that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for for (ii) a Note executed by the Borrower in favor of each Initial Lender that has requested a manner reasonably satisfactory to the Administrative Agent Note at least five (it being understood that no insurance certificate, including evidence 5) Business Days in advance of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (viii) such certificates (including a certificate substantially in the form of good standing (to the extent such concept exists) from the applicable secretary Exhibit L), copies of state Organization Documents of the state of organization of each Loan PartyParties, certificates of resolutions or other action, action and incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require Party, 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) (iv) an opinion from Xxxxxxxx & Xxxxx LLP, special in its capacity as counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender; (viiv) a solvency certificate attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Borrower’s chief financial officer, chief accounting officer or other officer with equivalent duties duties; (vi) a Committed Loan Notice or Letter of the Borrower (after giving effect Credit Application, as applicable, relating to the Transactionsinitial Credit Extension and an associated letter of direction; (vii) substantially copies of recent customary state level UCC lien, tax and judgment searches prior to the Closing Date with respect to the Loan Parties located in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm);United States; and (viii) a certificateif available in the relevant jurisdiction, dated the Closing Date good standing certificates or certificates of status, as applicable and signed by a Responsible Officer of the Borrowerbring down telegrams or facsimiles, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the for each Loan PartiesParty. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (hereunder or pursuant to any agreement in writing entered into by the case of Borrower, as applicable, to the extent, with respect to expenses) , invoiced at least three (3) 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 will be paid on the proceeds Closing Date out of the initial funding under the FacilitiesCredit Extension of Loans. (c) The Equity Investment Prior to or substantially simultaneously with such initial Credit Extension of Loans, the Refinancing shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Pro Forma Unaudited Financial Statements. (e) The Administrative Agent and the Initial Lenders shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Guarantors Closing Date by the Administrative Agent or such Initial Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30December 31, 20162018, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms Each of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified conditions set forth in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned)Section 4.02 are satisfied. (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrarya certificate, it is understood that other than with respect to the execution and delivery dated as of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Date, of a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in Section 4.01(a)(iii4.01(f) and any UCC Filing Collateral, (g) and Section 4.02. The making of the initial Credit Extensions by the applicable Initial Lenders hereunder shall conclusively be deemed to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed an acknowledgement by the Administrative Agent and each such Initial Lender that each of the conditions precedent set forth in its reasonable discretion); provided that the Administrative Agent this Section 4.01 shall have received certificates of all Pledged Equity, if any, referred to been satisfied in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B 1.01A to the Original Credit Agreement required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (with, in each case, subject to the last paragraph of this Section 4.01):6.13: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel)blank; (B) copies of proper financing statements, filed or duly prepared for filing to the extent required under the Uniform Commercial Code Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in all United States jurisdictions that states in which the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of HoldingsMortgaged Properties are located, the Borrower and each Subsidiary Guarantor that is party with respect to the Security Agreement, covering enforceability and perfection of the Collateral described in the Security AgreementMortgages and any related fixture filings; and (C) evidence (including a perfection certificate) that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)manner; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing DateDate and customary good standing and foreign qualification certificates for each Loan Party; (v) an opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit H to the Original Credit Agreement; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel a certificate attesting to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions) substantially in , from the form attached hereto as Exhibit E-2 (or, at the sole option and discretion Chief Financial Officer or Treasurer of the Borrower; (vii) 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 Administrative Agent has been named as loss payee and/or additional insured, a third-party opinion as applicable, under each insurance policy with respect to such insurance as to which the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Administrative Agent shall have reasonably requested to be so named; (viii) a certificatecertified copies of the Merger Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) and (g)below has been satisfied; and (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from been, or concurrently with the proceeds closing of the initial funding under the FacilitiesTransactions shall be, paid in full in cash. (c) The Equity Investment shall have been consummated, Prior to or shall be consummated substantially concurrently simultaneously with the borrowing of the Initial Term Loans initial Credit Extension on the Closing Date, (i) the Equity Contribution shall have been consummated (and to the extent constituting other than common equity interests shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Arrangers to the extent material to the interests of the Lenders); and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (d) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have received at least $1,450,000,000 in gross cash proceeds from the funding of the Bridge Facility Debt. (e) The Lead ABL Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have terminated the Existing Credit Agreement. (g) The Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (ei) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five business days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals original, pdf or pdf facsimile copies or delivered by other facsimiles (followed promptly by originals) electronic method unless otherwise specified, each properly executed by a Responsible Officer Officer, or to the extent required, two Responsible Officers authorized to represent the Loan Party jointly, of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (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) each Collateral Document set forth (including the documents and instruments necessary to satisfy the Collateral and Guarantee Requirement) listed on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, 4.01(a)(v) duly executed by each Loan Party party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed statements (Form UCC-1 or duly prepared the equivalent) for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent UCC or other appropriate filing offices of each jurisdiction as may deem reasonably be necessary in order to perfect and protect the Liens security interests purported to be created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering by the Collateral described in the Security AgreementDocuments listed on Schedule 4.01(a)(v); and (CB) evidence that all other actions, recordings and filings required by of or with respect to the Collateral Documents as of the Closing Date or listed on Schedule 4.01(a)(v) that the Administrative Agent or the Mexican Collateral Agent may deem reasonably necessary request in order to satisfy perfect and protect the Collateral and Guarantee Requirement Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent or the Mexican Collateral Agent (it being understood that no insurance certificate, including evidence receipt of flood insurance, shall be required to be delivered on or prior customary lien searches) to the Closing Date)extent required by the applicable Collateral Document and consistent with the Agreed Security Principles; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (vvi) such certificates of good standing (to the extent such concept existsexists in the relevant jurisdiction) from the applicable secretary of state of the state (or equivalent office in each relevant jurisdiction) of organization of each Loan Party, (certificates of of) resolutions or other corporate or limited liability company action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party, and resolutions of the supervisory board, members or shareholders of each Loan Party (in each case, as appropriate or applicable in the relevant jurisdiction) 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; (vivii) an if applicable, a copy of the unconditional and positive advice of the works council of each Loan Party incorporated under the laws of the Netherlands; (viii) a customary opinion from Xxxxxxxx & (1) Xxxxx Lovells US LLP, special New York counsel to the Loan Parties and (2) NautaDutilh New York P.C., Dutch counsel to the Loan Parties, (3) Xxxxxxxx, Xxxxx y Asociados S.C., Mexican counsel to the Loan Parties, (4) Xxxxx, Xxxxxxxx & Xxxxxx, Jamaican counsel to the Loan Parties and (5) OMG, counsel to the Loan Parties in the Dominican Republic, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (viiix) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties a Responsible Officer of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm);D-2; and (viiix) a certificate, dated the Closing Date and signed by certificate from a Responsible Officer of the Borrower, confirming satisfaction Borrower certifying as of the conditions Closing Date as to the matters set forth in Sections Section 4.01(c), 4.02(a) and (g4.02(b); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees Payment of all fees, expenses and all fees and expenses due to the Lead Arrangers and their Affiliates other transaction costs required to be paid on the Closing Date and (in the case of expenses) invoiced hereunder for which invoices have been received at least three Business Days before days in advance of the Closing Date (except as otherwise reasonably agreed by including Fees pursuant to the Borrower) shall have been paid from the proceeds of the initial funding under the FacilitiesEngagement Letter). (c) The Equity Investment Since December 31, 2016, there shall not have been consummatedoccurred any event, change, occurrence, circumstance or shall condition, which either individually or in the aggregate, has had or could reasonably be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Dateexpected to have, a Material Adverse Effect. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act that has been requested by the Administrative Agent in writing at least 10 Business Days days prior to the Closing Date. (fe) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummatedPrior to, or shall be consummated substantially concurrently with with, the initial borrowing under any Facility funding of the Loans hereunder on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement Refinancing shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)occurred. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this the Restatement 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals original, .pdf or pdf facsimile copies or delivered by other facsimiles (followed promptly by originals) electronic method 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 and its legal counselAgent: (i) a Committed Loan Notice Notice, executed by the Administrative Agent and a Responsible Officer of the Borrower and 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) each Collateral Document and each other document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, constituting certificated securities referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments instruments, if any, evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank; and (B) copies of proper financing statements, filed statements (Form UCC-1 or duly prepared the equivalent) 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; (A) a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of Holdings, together with all attachments contemplated thereby and (B) the results of a search of the Uniform Commercial Code filings (or equivalent filings) with respect to the Loan Parties in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets states (or other jurisdictions) of Holdingsformation of such Persons, the Borrower results of a judgment and each Subsidiary Guarantor that is party tax lien search with respect to the Security Agreement, covering the Collateral described Loan Parties in the Security Agreement; and (C) evidence that all states and county in which the chief executive office of each such Person is located and in such other actions, recordings and filings jurisdictions as may be reasonably required by the Collateral Documents as Administrative Agent, together with copies of the Closing Date financing statements (or that similar documents) disclosed by such search, and along with copies of USPTO and United States Copyright Office searches reasonably required by the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (vvi) such certificates of good standing (to the extent such concept existsexists in the applicable jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party, certificates copies of resolutions or other corporate or limited liability company action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vivii) an opinion from Xxxxxxxx & Xxxxx Xxxxx, LLP, special as counsel to the Loan Parties;Parties in form and substance reasonably satisfactory to the Administrative Agent; and (viiviii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (orD; provided, at the sole option and discretion however, that, each of the Borrowerrequirements set forth in clause (iv) above, a third-party opinion as including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except to the solvency extent that a Lien on such Collateral may be provided or perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates representing the Equity Interests of the Borrower and its Material Subsidiaries constituting Collateral, to the extent possession of such stock certificates or other certificates perfects a security interest in such Equity Interests (provided that such certificated Equity Interests of each of Censeo’s and Advances’ material U.S. domestic subsidiaries will be required to be delivered on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of only to the extent received after the Borrower’s use of commercially reasonable efforts to do so) shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, confirming satisfaction of 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 conditions set forth in Sections 4.01(c) and Closing Date (g); and (ix) the Perfection Certificate, duly completed and executed subject to extensions approved by the Loan PartiesAdministrative Agent in its reasonable discretion). (b) The Closing Fees and all All fees and expenses due (to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) extent invoiced at least three Business Days before days prior to the Closing Date Date) (except as otherwise reasonably agreed by the Borrower) required to be paid hereunder and under the Fee Letter shall have been paid from the proceeds of the initial funding fundings under the Facilities. (c) The Equity Investment Refinancing shall have been consummatedor, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Dateinitial Borrowing hereunder shall be, consummated. (d) The Lead Acquisitions shall have been or, substantially concurrently with the initial Borrowing hereunder shall be, consummated in accordance with the terms of the Acquisition Agreements, after giving effect to any modifications, amendments, consents or waivers by Buyer 1 or Buyer 2 (as applicable (and/or Ox Merger Sub, LLC or Chloe Merger Sub, LLC, as applicable) but without giving effect to any modifications, amendments, waivers or consents thereto that are materially adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any decrease in the purchase price shall not be materially adverse to the Lenders or the Arrangers so long as such decrease is allocated first, to reduce the Equity Contribution to the extent it exceeds the amount set forth in the definition of “Equity Contribution” and second, to reduce the amount of funded Indebtedness on the Closing Date, (b) any increase in the purchase price shall not be materially adverse to the Lenders or the Arrangers so long as such increase is funded by an increase in the Equity Contribution and (c) any change to the definition of “Company Material Adverse Effect” in the Censeo Acquisition Agreement or “Material Adverse Effect” in the Advance Acquisition Agreement shall be materially adverse to the Lenders). (e) Since the date of (i) the Censeo Acquisition Agreement, there has been no Company Material Adverse Effect (as defined in the Censeo Acquisition Agreement) and (ii) the Advance Acquisition Agreement, there has been no result, occurrence, fact, change, event or effect which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Advance Acquisition Agreement). (f) The Specified Representations shall be true and correct as of the Closing Date and (ii) the Censeo Acquisition Agreement Representations and Advance Acquisition Agreement Representations shall be true and correct in all respects as of the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only to be true and accurate as of such date) without giving effect to “materiality,” “Company Material Adverse Effect”, “Material Adverse Effect” or similar phrases. (g) The Equity Contribution shall have been or, substantially concurrently with the initial borrowing under the Facilities shall be, consummated. (h) The Arrangers shall have received the Audited Annual Financial Statements, the Monthly Financial Statements and the Pro Forma Financial Statements. (ei) The Administrative Agent shall have received at least 3 three Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days ten days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a fund its portion of the initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Conditions Effective Date (or, in the case of certificates of governmental officials, a recent date before the Conditions Effective Date) or the Closing Date, as appropriate, and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required , the Master Consent to be executed on Assignment, the Closing Date as indicated on such scheduleGuaranties, duly the U.S. Vessel Mortgages, the Mortgages executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity Borrower substantially in the Borrower and, to the extent received from the Company after the Borrower’s use forms of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank Exhibits L and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers M and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings Collateral Documents required by the Collateral Documents Administrative Agent, each dated as of the Closing Date or that as of the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Conditions Effective Date); (ivii) subject Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender's Committed Sum, each dated as of the last paragraph Closing Date or as of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been takenConditions Effective Date; (viii) 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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Dateparty; (viiv) an opinion from Xxxxxxxx & Xxxxx LLPsuch evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, special counsel to validly existing, and in good standing in the Loan Partiesjurisdiction of its organization; (viiv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and Borrower certifying that (g); and (ixA) the Perfection Certificate, duly completed MLP Offering Closing has occurred and executed by that the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the gross proceeds of the initial funding under the Facilities. sale of limited partner units (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested than proceeds paid by the Administrative Agent MLP General Partner and Martin Parties) are not less than $55,000,000, (B) that the xxxxxxentations and warranties contained in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be Article V are true and correct in all respects on and as of such date, (C) no Default or Event of Default has occurred and is continuing as of such date, (D) since December 31, 2001 there has occurred no material respects adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower or any Guarantor, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or any of its Subsidiaries, (E) Purchased Assets have been conveyed to the Borrower pursuant to the Contribution Agreement, and the Borrower and its Subsidiaries own the assets and businesses reflected on the MLP Balance Sheet free and clear of all Liens other than Permitted Liens and Liens to be released on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, as described in which case they shall be true and correct in all material respects as of such earlier dateSection 4.01(h). Without limiting the generality of the provisions of Section 9.03(b), (F) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for purposes of determining compliance with which 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. Notwithstanding anything herein to the contrary, it Borrower is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date give notice pursuant to Section 4.01(a)(iii6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (G) no action, suit, investigation or proceeding is pending or threatened in any UCC Filing Collateralcourt or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the MLP General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (vi) a certificate of a Responsible Officer (A) listing the Material Agreements then in effect, each of which shall be in form and substance satisfactory to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do soAdministrative Agent, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).and

Conditions to Initial Credit Extension. The obligation of each Lender to make extend a Borrowing hereunder on the Closing Date and of each Issuing Bank to issue Letters of Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) No Default or Event of Default shall exist or would result from the borrowing of the Initial Term Loans or from the application of the proceeds therefrom. (b) Confirmation in writing (in the form of an officer’s certificate) from the Borrower to the Administrative Agent that the Closing Date Refinancing has been consummated or will be consummated substantially concurrently with the Borrowing of the Initial Term Loans. (c) Since December 31, 2020, there has been no Material Adverse Effect. (d) The Arranger and the Initial Lenders shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements. The Arranger and the Initial Lenders acknowledge receipt of the financial statements described in clauses (i) and (ii) above on or prior to the Closing Date. (e) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselParty: (i) a Committed executed counterparts of this Agreement by the Borrower, Holdings, and each other Loan Notice in accordance with the requirements hereofParty; (ii) executed counterparts of this Agreement; (iii) the Security Agreement by the Borrower, Holdings and each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each other Loan Party theretoParty, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in of the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equityand its Subsidiaries and constituting Collateral, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), case accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, certificates and powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, a Perfection Certificate executed by the Borrower and each Subsidiary Guarantor that is party to on behalf of the Security Agreement, covering the Collateral described in the Security AgreementLoan Parties; and (C) evidence that authorization to file all other actions, recordings and filings required by Uniform Commercial Code financing statements in the Collateral Documents as jurisdiction of organization of each Loan Party (which authorization may be included in the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing DateSecurity Agreement); (iviii) subject to a Committed Loan Notice of the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause Borrower in accordance with the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been takenrequirements hereof; (viv) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state (or other applicable officer) of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an a customary opinion from Xxxxxxxx (A) Lxxxxx & Xxxxx Wxxxxxx LLP, special counsel to the Loan Parties;Parties with respect to matters of US Federal law, New York law and certain aspects of Delaware law and (B) Bxxxx Xxxx LLP, special counsel to certain of the Loan Parties with respect to matters of Nebraska law; and (viivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 C-2; (or, at the sole option f) The representations and discretion of the Borrower, a third-party opinion as to the solvency warranties of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); each other Loan Party in Article V hereof and in each other Loan Document shall be true and correct in all material respects (viii) a certificateor, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except any representation or warranty that is qualified as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummatedto “materiality”, “material adverse effect” or similar language, shall be consummated substantially concurrently with the borrowing true and correct in all respects as so qualified) as of the Initial Term Loans on the Closing Date. (dg) The Lead Arrangers shall have received the Audited Financial Statements Agents and the Pro Forma Financial Statements. (e) The Administrative Agent Lenders shall have received at least 3 three Business Days prior to the Closing Date (i) a duly executed W-9 (or other applicable tax form) of the Borrower, (ii) all outstanding documentation and other information about the Borrower and the Guarantors Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (iii) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a customary Beneficial Ownership Certification, in each case, that has been requested by the Administrative Agent Agents in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (gh) The Acquisition shall have been consummated, or shall Closing Fees and all other fees and expenses due to the Administrative Agent and the Lenders and required to be consummated substantially concurrently with the initial borrowing under any Facility paid on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material Date and adverse to the Lenders (in their capacities as suchthe case of such other fees and expenses) without the consent of the Lead Arrangers invoiced in reasonable detail at least two (not to be unreasonably withheld, delayed or conditioned). (h2) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on Business Days before the Closing Date (except to as otherwise agreed by the extent such representations and warranties expressly relate to an earlier date, in which case they Initial Borrower) shall be true paid in full in cash, it being agreed that all such fees (including the Closing Fees) and correct in all material respects as expenses may be paid from the proceeds of such earlier date)the initial funding under one or more of the Facilities on the Closing Date. Without limiting the generality of the provisions of Section 9.03(b9.03(a), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) as required under such Collateral Documents, certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank blank; (or confirmation B) to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in lieu thereof states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security AgreementAgent; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) Parties substantially in the form attached hereto as of Exhibit E-2 (orH-1, at the sole option and discretion of the Borroweran opinion from Xxxxxx Xxxxxxx PC, a third-party opinion as Indiana counsel to the solvency Loan Parties substantially in the form of Exhibit H-2, an opinion from Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Loan Parties substantially in the form of Exhibit H-3 and an opinion from Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, Florida counsel to the Loan Parties substantially in the form of Exhibit H-4; (vi) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on a consolidated basis issued by a nationally recognized firm)the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vii) 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 Administrative 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 Administrative Agent shall have requested to be so named; (viii) a certificatecertified copies of the Merger Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) and (g)below has been satisfied; and (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiesin full in cash. (c) The Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, (i) the Equity Investment Contribution shall have been consummated, or ; and (ii) the Merger shall be consummated substantially concurrently in all material respects in accordance with the borrowing terms of the Initial Term Loans on Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Closing DateLenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (d) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have received at least $2,565,000,000 in gross cash proceeds from the issuance of the Senior Notes and the Senior Subordinated Notes and borrowings under the Senior Interim Loan Facility and the Senior Subordinated Interim Loan Facility. (e) The Lead Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have terminated the Tender Offer Facility, and the Borrower shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) borrowings and letters of credit under the ABL Facilities, (C) borrowings under the Senior Interim Loan Facility and the Senior Subordinated Interim Loan Facility and the Senior Notes and the Senior Subordinated Notes, (D) Indebtedness permitted by Section 7.03(b) and (E) the preferred Equity Interests described in subclause (ii) of this clause (f) and (ii) the Borrower 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 common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders. (g) The Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (ei) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five business days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:Agent or as provided in Schedule 6.12 (notwithstanding the provisions of Section 11.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of the requirements hereofAmendment and Restatement Agreement and the Guaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleDate, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts therein and required therein to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”)be delivered, accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank; (including B) to the Intercompany Note) indorsed extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in blank (or confirmation states in lieu thereof which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security AgreementAgent; and (C) evidence that all other actions, agreements, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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, such certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vii) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP, special New York counsel to the Loan PartiesParties substantially in the form of Exhibit H-1 and (ii) an opinion from Young Xxxxxxx Stargatt & Xxxxxx, LLP, Delaware counsel to the Loan Parties substantially in the form of Exhibit H-2; (vi) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect evidence that all insurance required to be maintained pursuant to the Transactions) substantially Loan Documents has been obtained and is in effect and that the form attached hereto Administrative Agent has been named as Exhibit E-2 (orloss payee and/or additional insured, at the sole option and discretion of the Borroweras applicable, a third-party opinion under each insurance policy with respect to such insurance as to which the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Administrative Agent shall have requested to be so named; (viii) a certificateCommitted Loan Notice and/or Letter of Credit Application, dated as applicable, relating to the Closing Date initial Credit Extensions; (ix) copies of a recent Lien and signed judgment search in each jurisdiction reasonably requested by a Responsible Officer of the Borrower, confirming satisfaction of Administrative Agent with respect to the conditions set forth in Sections 4.01(c) and (g)Loan Parties; and (ixx) the Perfection Certificate, an Intercompany Note duly completed and executed by the each Loan PartiesParty. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid to the Lenders and the Agents hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from in full in cash or directed by the Borrower to be paid with the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans or Revolving Credit Loans made on the Closing Date. (dc) The Joint Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five Business Days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (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 the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, a Committed Loan Notice in accordance with Guaranty from each Guarantor (subject to the requirements hereoflast paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender requesting a Note; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleSecurity Agreement, duly executed by each Loan Party theretoParty, together 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 in the Borrower and, Interests referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank, (B) copies of proper financing statements, filed or duly prepared for filing under under, the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; , and (C) evidence that all other actions, recordings and filings required by of or with respect to the Security Agreement that the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect and protect the Collateral and Guarantee Requirement Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent (it being understood that no insurance certificateincluding, including evidence without limitation, receipt of flood insurance, shall be required to be delivered on or prior to the Closing Dateduly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 and Section 6.16, 4.01) evidence that all actions necessary to cause action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over perfect and protect the Liens securing created under the Obligations) shall have Intellectual Property Security Agreement has been taken; (v) the Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (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, customary certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral 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; (vivii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) an opinion from of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit I; (viiix) a solvency certificate customary certificate, substantially in the form of Exhibit J, from the chief financial officerofficer of Holdings, chief accounting officer or other officer with equivalent duties of the Borrower (certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions) substantially in Transactions and the form attached hereto as Exhibit E-2 (orother transactions contemplated hereby, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)are Solvent; (viiix) (a) the “as reported” and “as is” financial results of the Target as held for sale for the twelve (12) months’ period ended September 30, 2013, consistent with the methodology employed in the reporting of such results as set forth in the Relevant CONSOL File Information for the period ended on June 30, 2013 and received by the Commitment Parties, and a quality of earnings report with respect to the Target for such period, consistent with the quality of earnings report with respect to the Target received by the Commitment Parties for the nine (9) months’ period ended June 30, 2013, and (b) pro forma financial information of the Target for the nine (9) months’ period ended June 30, 2013 and, if the Closing Date occurs after November 30, 2013, for the year ended September 30, 2013, in each case prepared (i) consistent with the Relevant CONSOL File Information referred to in the foregoing clause (a), (ii) after giving effect to the Transactions and (iii) with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xii) a certificate, dated as of the Closing Date and signed Date, duly executed by of a Responsible Officer of the Borrower, confirming satisfaction of Holdings certifying that the conditions precedent set forth in Sections 4.01(c4.01(d), 4.01(e), 4.01(i) and (g)4.01(j) have been satisfied as of the Closing Date; and (ixxiii) evidence that the Perfection Certificate, duly completed and executed by the Second Lien Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) Documents shall have been paid from the proceeds executed and delivered by all of the initial funding under Persons stated to be party thereto in their respective forms then most recently delivered to the Facilities. Administrative Agent, and evidence that the “Closing Date” (cas defined in the Second Lien Credit Agreement) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans will occur on the Closing Date. (db) The Lead Arrangers Holdings and the Borrower shall have received the Audited Financial Statements Equity Contribution and Other Equity in the Pro Forma Financial Statementsmanner described in the definition of the “Transactions”. (ec) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, Second Lien Loans in an aggregate principal amount of $75,000,000 and Permitted Surviving Debt. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (gd) The Acquisition shall have been consummated, or shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms funding of the Purchase Agreement. No provision of the Purchase Agreement shall have been waivedFacilities, amendedwithout giving effect to any amendments thereto, consented to waivers thereof or otherwise modified in a manner consents with respect thereto that is material and are materially adverse to the Lenders (in their capacities capacity as such) Lenders, without the consent of the Lead Arrangers (each Initial Lender, such consent not to be unreasonably withheld, delayed withheld or conditioned)delayed. (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (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 and its legal counsel: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; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleSecurity Agreement, duly executed by each Loan Party theretoParty, together 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 in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank, (B) copies of proper financing statements, filed or duly prepared for filing filing, under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; , and (C) evidence that all other actions, recordings and filings required by of or with respect to the Security Agreement that the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect and protect the Collateral and Guarantee Requirement Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent (it being understood that no insurance certificateincluding, including evidence without limitation, receipt of flood insurance, shall be required to be delivered on or prior to the Closing Dateduly 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 and Section 6.16, 4.01) evidence that all actions necessary to cause action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over perfect and protect the Liens securing created under the Obligations) shall have Intellectual Property Security Agreement has been taken; (v) such certificates of good standing the Closing Date Intercreditor Agreement duly executed by the Loan Parties; (to vi) the extent such concept existsCollateral Assignment (Blocker) 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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on 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; (viviii) 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 of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (viix) a solvency certificate certificate, substantially in the form of Exhibit K, from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Holdings; (viiixi) the Closing Financial Statements; (xii) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xiii) a certificate, dated as of the Closing Date and signed Date, duly executed by a Responsible Officer of the Borrower, confirming satisfaction of Holdings certifying that the conditions precedent set forth in Sections 4.01(c), (d), (e), (i) and (g)j) have been satisfied as of the Closing Date; and (ixxiv) evidence that the Perfection Certificate, duly completed and executed by the Second Lien Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) Documents shall have been paid from the proceeds executed and delivered by all of the initial funding under Loan Parties stated to be party thereto in their respective forms then most recently delivered to the Facilities. Administrative Agent, and evidence that the “Closing Date” (cas defined in the Second Lien Credit Agreement) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans will occur on the Closing Date. (db) The Lead Arrangers Holdings and the Borrower shall have received the Audited Financial Statements Equity Contribution and Other Equity in the manner described in the definition of “Transactions.” (c) On the Closing Date, after giving effect to the Closing Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, the Second Lien Loans in an aggregate principal amount of $115,000,000 and Permitted Surviving Debt and all Liens securing and any Guarantees of any Indebtedness for borrowed money not permitted by this Section 4.01(c) shall have been released. (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Arrangers, in their capacity as Lenders, and the Pro Forma Financial Statementsother Initial Lenders, without the consent of the Initial Lenders, such consent not to be unreasonably withheld or delayed. (e) Since August 6, 2017, there shall not have been a Company Material Adverse Effect (as defined in the Acquisition Agreement) that would result in a failure of a condition precedent under the Acquisition Agreement or would provide the Borrower the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result thereof. (f) The Administrative Agent shall have received received, at least 3 three (3) Business Days prior to the Closing Date Date, all documentation and other information about the Borrower and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been Act, as is reasonably requested in writing by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition All fees, closing payments and expenses required to be paid on the Closing Date shall have been consummated, or shall be consummated substantially concurrently with paid in full in cash from the proceeds of the initial borrowing funding under any Facility on the Facilities, 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, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) All actions necessary to establish that the Collateral Agent will have a perfected first 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 Specified Purchase Acquisition Agreement Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any 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 respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). (j) The Specified Representations shall be true and correct in all material respects on as of the Closing Date (except in the case of any such representation and warranty which expressly relates to the extent a given date or period, such representations representation and warranties expressly relate to an earlier date, in which case they 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 earlier daterepresentation or warranty qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). Without limiting the generality of the provisions of Section 9.03(b)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 those certain the Security Agreement, (iii) the perfection of Liens on Collateral Documents required 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 delivered on perfected by the Closing Date pursuant delivery of a stock or equivalent certificate, but, with respect to Section 4.01(a)(iii) and any UCC Filing Collateralsubsidiaries of the Company, only to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date received after the Borrower’s use of commercially reasonable efforts to do soso 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 perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes to the availability of this Section 4.01the Facilities on the Closing Date, but may instead shall be required to be provided and/or perfected within 90 (x) with respect to stock or equivalent certificates of subsidiaries of the Company, forty-five (45) days after the Closing Date in accordance with Section 6.16 and (y) otherwise, ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Collateral Agent in its reasonable discretion); provided that pursuant to arrangements to be mutually agreed between the Administrative Collateral Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to and the limitations set forth therein)Borrower.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counselParty: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B 4.01(a)(iii) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.016.16): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);; and (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower Borrowers and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxxxx (A) Ropes & Xxxxx Xxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, Georgia counsel to PST Services, LLC, (C) Xxxxxxx, Taintor & Xxxxxx, Maine counsel to Change Healthcare Pharmacy Solutions, Inc. and (D) Xxxxxxx Xxxxx Xxxxxx LLP, Texas counsel to Change Healthcare Correspondence Services, Inc.; (viivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Parent Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viiivii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Parent Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (gSection 4.01(g); and (ixviii) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers Arrangers, the Co-Managers, the Joint Bookrunners and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Parent Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been or will be consummated, or shall be consummated substantially concurrently with including from the borrowing proceeds of the Initial Term any Loans hereunder made on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement (including, without limitation, the delivery of appropriate Uniform Commercial Code financing statements) shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to (i) a copy of the last paragraph certificate or articles of this Section 4.01 incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (to the extent such concept exists) from the such applicable secretary Secretary of state State, (ii) a certificate of the state of organization of each Loan Party, certificates of resolutions secretary or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers assistant secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Administrative Agent may reasonably require evidencing Closing Date and at all times since a date prior to the identitydate of the resolutions described in clause (B) below, authority (B) that attached thereto is a true and capacity complete copy of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the other Loan Documents to which such Loan Party Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or is amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to be clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a party on certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (ii) above; (v) an opinion from (i) Xxxxxxx Procter LLP, New York counsel to the Loan Parties and (ii) Xxxxxx Xxxxxx Rosenman LLP, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, and the Lenders party hereto as of the Closing Date, and (C) covering such customary matters relating to the Loan Documents as the Administrative Agent shall reasonably request; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower, certifying as to the solvency of the Borrower and the Subsidiaries on a consolidated basis (after giving effect to the Closing Date Transactions) substantially in the form attached hereto as Exhibit E-2 D-2; (or, at vii) a Perfection Certificate with respect to the sole option Loan Parties dated as of the Closing Date and discretion duly executed by a Responsible Officer of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(d) and 4.02(i) and (gii); and (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Administrative Agent, the Lead Arrangers Arranger, and their Affiliates the Lenders required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities, including fees pursuant to the Fee Letter. (c) The Equity Investment shall have been consummated, or shall be consummated substantially Substantially concurrently with the borrowing of the Initial Term Loans initial Borrowing on the Closing Date, the Closing Date Refinancing shall be consummated. (d) Since December 31, 2018, there shall not have been a Material Adverse Effect. (e) The Lead Arrangers Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (ef) The Administrative Agent shall have received received, at least 3 Business Days prior to the Closing Date Date, a Beneficial Ownership Certification and all documentation and other information about the Borrower and the Guarantors required by regulatory authorities under applicable under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation, the USA PATRIOT Act that has been Act, in each case to the extent requested by the Administrative Agent in writing at least 10 Business Days calendar days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower Borrowers and, to the extent received from the Company seller after the Lead Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Lead Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions or comparable filing, register entry or registration under any applicable jurisdiction that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower Borrowers and each Subsidiary Guarantor that is party to the Security AgreementAgreement or applicable Foreign Security Document, covering the Collateral described in the Security AgreementAgreement or applicable Foreign Security Document; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the state jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other actionaction (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party and copies of the Organizational Documents of each Loan Party, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) (A) an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties and (B) an opinion from Walkers (Bermuda) Limited, special counsel in Bermuda to the Secured Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Lead Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Lead Borrower, a third-party opinion as to the solvency of the Lead Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Lead Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (gf); and (ix) the Perfection Certificate, duly completed and executed by the Loan PartiesLead Borrower. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers Arrangers, the Co-Manager and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Lead Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Unaudited Financial Statements. (e) The Administrative Agent shall have received at least 3 three Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. If a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered to the Administrative Agent, at least three Business Days prior to the Closing Date, a Beneficial Ownership Certification to the extent requested by the Administrative Agent at least 10 Business Days prior to the Closing Date. (f) Since September 30December 31, 20162018, there has been no Material Adverse Effect (as defined in the Purchase Merger Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Merger Agreement. No provision of the Purchase Merger Agreement, as the Merger Agreement was in effect on November 8, 2019, shall have been waived, amended, waived or amended or consented to or otherwise modified in any material respect in a manner that is material and materially adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Lead Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A4.01(a)(iv)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make accept a Credit Extension Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counselAgent: (i) a Committed Loan Notice in accordance with the requirements hereof[reserved]; (ii) executed counterparts of this Agreement; (iii) the Security Agreement and each other Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleDate, in each case duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper Uniform Commercial Code financing statements, filed or duly prepared statements in appropriate form for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets jurisdiction of Holdings, the Borrower and incorporation or organization of each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; andLoan Party; (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent Agent; (it being understood D) subject to Section 6.16, evidence that no insurance certificate, including evidence (other than title insurance) complying with the requirements of flood insurance, shall be required to be delivered on or prior Section 6.07 has been obtained and is in effect; (E) to the Closing Date);extent required by the Security Agreement, Intellectual Property Security Agreements, duly executed by the appropriate Loan Party, together with evidence that all actions that the Administrative Agent may deem reasonably necessary in order to perfect the Lines created under such Intellectual Property Security Agreements have been taken; and (iv) subject (A) the First Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit J-1 among the Borrower and the Guarantors from time to the last paragraph of this Section 4.01 and Section 6.16time party thereto, all actions necessary to cause the Collateral Agent and the other parties thereto and (B) the ABL Intercreditor Agreement among the Borrower and the Guarantors from time to have a perfected first priority security interest in time party thereto, Citibank, N.A., as ABL Collateral Agent, the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over Agent and the Liens securing the Obligations) shall have been takenother parties thereto; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state (or equivalent public official) of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require (A) 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, (B) certifying copies of resolutions or other actions of the board of directors, board of managers or other applicable governing body of such Loan Party (including shareholder resolutions to the extent necessary under applicable law or any Organization Document) approving the entry into this Agreement and all other agreements in connection with the Transactions or this Agreement, to which such Loan Party is a party, and (C) certifying copies of the Organization Documents of such Loan Party; (vi) an opinion customary legal opinions from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties or manager of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of Holdings and the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(g) and 4.02; (g)ix) copies of a recent Lien and judgment search (to the extent such search is available in the applicable Loan Party’s jurisdiction in which it is organized and/or its chief executive office is located) in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) a certificate, dated the Perfection CertificateClosing Date and signed by a Responsible Officer of Holdings and the Borrower, duly completed and executed by confirming the Loan Partiessatisfaction (or waiver) of the conditions set forth in Article IX.A of the Bankruptcy Plan as of the Closing Date, in accordance with the requirements of the Bankruptcy Plan. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers Administrative Agent, the Collateral Agent and their Affiliates Affiliates, if any, required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiespaid. (c) The Equity Investment Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Dateconsummated. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements[Reserved]. (e) The Administrative Agent shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016the most recently publicly filed Audited Financial Statements or Unaudited Financial Statements filed on Parent’s Form 10-K or Form 10-Q, there has been no event or circumstance, either individually or in the aggregate, that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition Bankruptcy Plan shall not have been amended, modified or supplemented after January 22, 2019 in any manner and no condition to the effectiveness thereof shall have been consummatedwaived that, individually or in the aggregate, would reasonably be expected to adversely affect the interests of the Lenders (taken as a whole and in their capacities as such) in any material respect. (h) The Confirmation Order shall be in form and substance materially consistent with the Bankruptcy Plan and otherwise reasonably satisfactory to the Required Consenting Senior Creditors and shall have been entered confirming the Bankruptcy Plan. (i) Each of the Approval Order and the Confirmation Order shall be in full force and effect and not have been stayed, reversed, or vacated, amended, supplemented, or modified except that such applicable order may be further amended, supplemented or otherwise modified in any manner that would not reasonably be expected to adversely affect the interests of the Lenders (taken as a whole and in their capacities as such) in any material respect and shall not be subject to any pending appeals, except for any of the following, which shall be consummated substantially concurrently with permissible appeals the initial borrowing under any Facility on pendency of which shall not prevent the occurrence of the Closing Date: (i) any appeal with respect to or relating to the distributions (or the allocation of such distributions) between and among creditors under the Bankruptcy Plan, or (ii) any other appeal, the result of which would not have a materially adverse effect on the rights and interests of the Administrative Agent and the Lenders (taken as a whole and in their capacities as such). (j) The Confirmation Order shall authorize the iHeart Debtors and the Loan Parties to execute, deliver and perform all of their obligations under all Loan Documents and shall contain no term or provision that contradicts such authorization. (k) The iHeart Debtors shall be and shall have been in compliance with the Confirmation Order in all material respects. (l) The Bankruptcy Plan shall have become effective in accordance with its terms and all conditions to the effectiveness of the Bankruptcy Plan shall have been satisfied or waived (in accordance with the terms of the Purchase Agreement. No provision Bankruptcy Plan) without giving effect to any waiver that would reasonably be expected to adversely affect the interests of the Purchase Agreement shall have been waived, amended, Lenders in any material respect unless consented to or otherwise modified in a manner that is material and adverse to by the Lenders (in their capacities as such) without the such consent of the Lead Arrangers (not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (h) The Specified Purchase Agreement Representations , and all transactions contemplated therein or in the Specified Representations shall be true and correct in all material respects Confirmation Order to occur on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality effective date of the provisions of Section 9.03(b), for purposes of determining compliance Bankruptcy Plan shall have been (or concurrently with the conditions specified in this Section 4.01Closing Date, 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iiibe) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date substantially consummated in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent terms thereof and in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)compliance with applicable laws.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Original Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 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 Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Original Closing Date; (iv) each Collateral Document set forth on in Schedule 1.01B 1.01C hereto required to be executed on the Original Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been takenAgent; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Original Closing Date; (vi) an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special New York counsel to the Loan Parties; (vii) an opinion from Durham, Xxxxx & Xxxxxxx, P.C., Utah counsel to the Loan Parties; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)D-2; (viiiix) a certificatecertified copies of the Transaction Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Borrower that such documents are in full force and effect as of the conditions set forth Original Closing Date and that the condition specified in Sections 4.01(cclause (c) below has been satisfied; (x) copies of a recent Lien and (g)judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixxi) the Perfection CertificateClosing Date Intercreditor Agreement, duly completed and executed by all parties thereto; provided, however, that, each of the Loan Partiesrequirements set forth in clause (iv) 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 (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Material Domestic Subsidiaries other than any Unrestricted Subsidiaries) shall not constitute conditions precedent to any Credit Extension on the Original Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Original Closing Date or 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 ninety (90) days after the Original Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date hereunder and (in the case of expenses) invoiced at least three (3) Business Days before the Original Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding fundings under the Facilities, including fees pursuant to the Fee Letter. (c) The Prior to or substantially concurrently with the initial Borrowing on the Original Closing Date, (i) the Equity Investment Contribution shall have been consummated; (ii) the Acquisition shall have been consummated in accordance with the terms of the Transaction Agreement (the Transaction Agreement shall not have been amended or waived in any material respect by Merger Sub in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that (a) any reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent (i) 65% of such reduction shall be consummated substantially concurrently with applied to reduce the borrowing amount of commitments in respect of the Initial Term Loans on senior bridge facilities, if any (to be allocated first, to reduce the Closing Datecommitments under the senior unsecured bridge facility to an amount not less than $300,000,000 and thereafter, to the commitments under the senior secured bridge facility) and (ii) 35% of such reduction shall be applied to reduce the amount of the Equity Contribution and (b) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders); and (iii) the Refinancing shall have been consummated. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulationsSince December 31, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 20162011, there has not been no any Material Adverse Effect (as defined in the Purchase Transaction Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility as in effect on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as suchsigning date thereof) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date Companies and its Subsidiaries (except to each as defined in the extent such representations and warranties expressly relate to an earlier dateTransaction Agreement, as in which case they shall be true and correct in all material respects as of such earlier date). Without limiting effect on the generality of the provisions of Section 9.03(bsigning date thereof), 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 taken as a 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 other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)whole.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security AgreementGuarantors, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, the Borrower providing authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent shall be required to be delivered on or prior reasonably satisfactory to the Closing DateAdministrative Agent); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (to the extent such concept exists) and certificates of formation from the applicable secretary of state of the state of organization of each Loan Partythe Borrower and the Guarantors, certificates of resolutions or other action, action and incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower or any Guarantor is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan PartiesBorrower and the Guarantors; (viivi) a solvency certificate from the chief financial officer, chief accounting officer officer, manager or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 D-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis issued by a nationally recognized firm);; and (viiivii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(cSection 4.02(i) and (gii); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Administrative Agent, the Collateral Agent, the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment Existing Debt Refinancing shall have been consummated, or shall be consummated consummated, substantially concurrently with the borrowing of initial borrowings under the Initial Term Loans on the Closing DateFacilities. (d) The Lead Arrangers Administrative Agent shall have received (i) the audited consolidated balance sheet and related audited consolidated statements of income and cash flow of the Borrower as of and for the fiscal year ended December 31, 2018 (the “Audited Financial Statements Statements”) and (ii) the Pro Forma unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flow of the Borrower for the fiscal quarter ending March 31, 2019 (the “Unaudited Financial Statements”). The Administrative Agent acknowledges that the condition set forth in the foregoing clause (d) has been satisfied. (e) The Administrative Agent shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulationsregulations (including any certification required under the requirements of 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30December 31, 20162018, there has been no change, effect, circumstance, development or occurrence that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)Effect. Without limiting the generality of the provisions of Section 9.03(b9.03(d), 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 written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 6.14 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a fund its portion of the initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedentprecedent (other than each item or condition, except if any, listed on Schedule 4.01, which items or conditions are hereby permitted to be delivered or satisfied after the Closing Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 4.01 (or such later date as otherwise agreed between the Borrower and the Administrative Agent:Agent shall otherwise permit)): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement, the Borrower Security Agreement, a Subsidiary Security Agreement executed by each Subsidiary of the Borrower, the MLP Security Agreement, the Master Consent to Assignment, the Guaranties, the U.S. Vessel Mortgage, the Mortgages and all other Collateral Documents required by the Administrative Agent, each dated as of the Closing Date; (ii) Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender’s Committed Sum, each dated as of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Dateparty; (viiv) an opinion from Xxxxxxxx & Xxxxx LLPsuch evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, special counsel to validly existing, and in good standing in the Loan Partiesjurisdiction of its organization; (viiv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (B) no Default or Event of Default, and no “Default” or “Event of Default” as defined in the Existing Credit Agreement, has occurred and is continuing as of such date, (C) since December 31, 2004, there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Subsidiaries, taken as a whole, or on the businesses, assets or liabilities, taken as a whole, acquired by the Borrower pursuant to the Prism Acquisition, (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, confirming satisfaction any Guarantor, the MLP General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the conditions set forth in Sections 4.01(c) Borrower or any Guarantor to perform its obligations under the Loan Documents, and (g); and (ixF) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and Borrower has delivered all fees and expenses due to the Lead Arrangers and their Affiliates documents required to be paid delivered by it as a condition to the initial Credit Extension hereunder and the Borrower has satisfied all other conditions required to be satisfied by it as a condition to closing; (vi) a certificate of a Responsible Officer of the Borrower certifying that (A) the Borrower has received all governmental, shareholder and third party consents and approvals necessary to consummate the Prism Acquisition, which consents and approvals are in full force and effect, (B) all waiting periods have expired without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse condition on the Closing Date Prism Acquisition or that could seek to threaten the consummation of the Prism Acquisition, and no law or regulation is applicable that could have such effect, (in C) the case of expenses) invoiced at least three Business Days before Borrower is, concurrently with the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds funding of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received , consummating the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Prism Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have Prism Acquisition Documents, with all material conditions precedent thereto having been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct satisfied in all material respects by the parties thereto, and the purchase price for the Prism Acquisition is not more than $100,000,000 (excluding acquired working capital, capital expenditures, and fees and expenses associated therewith), (D) no order, decree, judgment, ruling or injunction exists which restrains the consummation of the Prism Acquisition or the transactions contemplated by this Agreement, and (E) there is no pending, or to the knowledge of such Responsible Officer, threatened, action, suit, investigation or proceeding which seeks to restrain or affect the Prism Acquisition, or which, if adversely determined, could materially and adversely affect the MLP, the Borrower, any of their respective Subsidiaries, any of the Prism Interests, or the ability of the Borrower to consummate the Prism Acquisition or perform its obligations under the Prism Acquisition Documents, and (F) to the knowledge of such Responsible Officer, there are no claims against the Prism Interests alleging liability under or responsibility for violation of any Environmental Law, and no environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property that constitutes part of the Prism Interests, which could reasonably be expected to materially and adversely affect the MLP, the Borrower, any of their respective Subsidiaries or any of the Prism Interests; (vii) a duly completed Compliance Certificate in the form of Exhibit C signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP demonstrating compliance with Section 7.15 as of the most recent fiscal quarter end, after giving pro forma effect to the Prism Acquisition; (viii) a certification from the Borrower’s Chief Financial Officer that each of the MLP and the Borrower is Solvent as of the Closing Date; and (b) The Administrative Agent’s receipt of the following, each in form and substance satisfactory to the Administrative Agent: (i) copy of the fully executed Prism Purchase Agreement certified as true and correct by a Responsible Officer of Borrower; (ii) opinions from (A) Xxxxx Xxxxx L.L.P., counsel to each Loan Party, substantially in the form of Exhibit F hereto, and (B) local counsel to each Loan Party in the States of Arkansas, Louisiana, and Florida with respect to each Mortgage or amendment thereto, executed by a Loan Party; (iii) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor; (iv) an evaluation and financial analysis of the Prism Acquisition prepared by a third party consultant reasonably acceptable to the Administrative Agent; (v) (A) for last 3 fiscal years, audited financial statements of Prism Gas Systems, Inc., predecessor-in-interest to Prism; (B) financial statements of the MLP on a consolidated basis for the period ended 6/30/05 reflecting Consolidated EBITDA of not less than $36,000,000 after giving pro forma effect to the Prism Acquisition, the acquisition of XX Xxxxxx Sulphur L.P. and all other acquisitions during the preceding twelve months; and (C) a five-year financial forecast for the MLP, prepared on a consolidated basis after giving pro forma effect to the Prism Acquisition; (vi) an assignment executed by Hibernia National Bank, assigning to the Lenders the Indebtedness owed to it under the Existing Credit Agreement; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, or the Required Lenders reasonably may require. (c) Any fees due and payable at the Closing Date shall have been paid. (d) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (e) Each Company shall have delivered the following: (i) such Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens) or evidence that releases of such other Liens shall be filed contemporaneously with or after the Closing Date; (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages (or arrangements satisfactory to the Administrative Agent for payment of such amounts shall have been made); (iii) evidence that the Collateral Agent has been named as loss payee and mortgagee under all policies of casualty insurance pertaining to the Collateral; (iv) certificates evidencing all of the issued and outstanding shares of capital stock pledged pursuant to the Collateral Documents, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; and (v) evidence that such other actions that have been requested by the Administrative Agent, the Collateral Agent, or the Lenders, in connection with perfection of the first priority Lien created by the Collateral Documents (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(botherwise permitted hereunder), 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 been taken. The Administrative Agent shall have received notice from such Lender prior to notify the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to Borrower and the contrary, it is understood that other than with respect to the execution and delivery Lenders of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) Date, and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead notice shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)conclusive and binding.

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver in accordance with Section 10.01 and the paragraph immediately succeeding Section 4.01(h)) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies originals, facsimiles or other facsimiles electronic copies (in each case, followed promptly by originalsoriginals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; , the Guaranty, the Security Agreement (iii) and intellectual property security agreements required thereunder), and each Collateral Document set forth on Schedule 1.01B required of the other Loan Documents to be executed entered into on the Closing Date as indicated on such scheduleand prior to the initial Credit Extension, duly executed by each Loan Party theretoin any case, subject to the provisions of this Section 4.01 and together with (subject to except as provided in the last paragraph Collateral Documents and/or the provisions of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, pledged equity referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and (if applicable) instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed pledged debt referred to therein endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificatesblank, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);and (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or (UCC financing statements and intellectual property security agreements) that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for for; (ii) a Note executed by the Borrower in favor of each Lender that has requested a manner reasonably satisfactory to the Administrative Agent Note at least five (it being understood that no insurance certificate, including evidence 5) Business Days in advance of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (viii) such certificates (including a certificate substantially in the form of good standing (to the extent such concept exists) from the applicable secretary Exhibit L), copies of state Organization Documents of the state of organization of each Loan PartyParties, certificates of resolutions or other action, action and incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require Party, 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 Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender; (v) an opinion from Ice Xxxxxx LLP, Indiana counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender; (vi) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Borrower’s chief financial officer or other officer with equivalent duties; (vii) a solvency certificate from the chief financial officerCommitted Loan Notice or Letter of Credit Application, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect as applicable, relating to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option initial Credit Extension and discretion an associated letter of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)direction; (viii) a certificatecopies of recent customary state level UCC lien, dated tax and judgment searches prior to the Closing Date and signed by a Responsible Officer of with respect to the Borrower, confirming satisfaction of Loan Parties located in the conditions set forth in Sections 4.01(c) and (g)United States; and (ix) if available in the Perfection Certificaterelevant jurisdiction, duly completed good standing certificates or certificates of status, as applicable and executed by the bring down telegrams or facsimiles, for each Loan PartiesParty. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (hereunder or pursuant to any agreement in writing entered into by the case of Borrower, as applicable, to the extent, with respect to expenses) , invoiced at least three (3) 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 will be paid on the proceeds Closing Date out of the initial funding under the FacilitiesCredit Extension. (c) The Equity Investment Prior to or substantially simultaneously with the initial Credit Extension, (i) the Refinancing shall have been consummated, or consummated and (ii) the Spin-Off shall be consummated substantially concurrently in accordance with the borrowing of the Initial Term Loans on the Closing DateForm 10. (d) The Lead Arrangers shall have received (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements and (iii) a pro forma unaudited consolidated balance sheet as of December 31, 2017 and related pro forma unaudited consolidated statements of operations for the Pro Forma Financial Statementsfiscal year ended December 31, 2017, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of December 31, 2017 (in the case of such balance sheet) or at the beginning of the period covered by the pro forma statement of operations required pursuant to this clause (iii) (in the case of the statements of operations), which pro forma financial statements shall not be required to meet the requirements of Regulation S-X under the Securities Act or other accounting rules and regulations of the SEC promulgated thereunder (including applying purchase method of accounting). (e) The Administrative Agent and the Lenders shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Guarantors Closing Date by the Administrative Agent or the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30December 31, 20162017, there shall not have been any fact, event, occurrence, development, change or state of circumstances or facts that has been no had a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms representations and warranties of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to Borrower and each other Loan Party contained in Article V or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations any other Loan Document shall be true and correct in all material respects on and as of the Closing Date (except date of such Credit Extension; provided that, to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender ; provided further that has signed this Agreement any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect 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 any qualification therein) in all respects on such respective dates. (h) The Administrative Agent shall have received notice a certificate, dated as of the Closing Date, of a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4.01(c), (f) and (g). (i) No Default shall exist, or would result from such Lender prior proposed Credit Extension or from the application of the proceeds therefrom. The making of the initial Credit Extensions by the Lenders hereunder shall conclusively be deemed to the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in its reasonable discretion); provided that the Administrative Agent this Section 4.01 shall have received certificates of all Pledged Equity, if any, referred to been satisfied in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Initial Credit Extension. The Subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, the obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction satisfaction, or waiver (in accordance with Section 10.01), of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or pdf copies in .pdf, .tif, .jpeg or other facsimiles electronic form by electronic mail (followed promptly by originals, to the extent reasonably required by the Administrative Agent, it being understood and agreed that provisions of such originals are not a condition precedent under this Section 4.01) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) a Committed Loan Notice or Letter of Credit Application (other than with respect to any Existing Letters of Credit), as applicable, relating to the initial Credit Extension(s) and which shall be delivered in accordance with the requirements hereofSection 2.02; (ii) executed counterparts of this AgreementAgreement duly executed by each party hereto; (iii) each subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, the Closing Date First Lien Intercreditor Agreement, the Guaranty and other Collateral Document Documents set forth on Schedule 1.01B 1.01(b) required to be executed on the Closing Date Date, as indicated on such schedule, duly executed by each Loan Party theretoparty thereto as of the Closing Date, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Collateral that are certificated Equity in the Borrower and, to the extent received from the Company after Interests of the Borrower’s use , Subsidiary Guarantors and each of commercially reasonable efforts to obtain such Pledged Equitytheir Restricted Subsidiaries that are not Immaterial Subsidiaries and instruments evidencing Material Debt Instruments, in each wholly owned Domestic Subsidiary of case, required to be delivered pursuant to the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”)Collateral and Guarantee Requirement, each accompanied by undated stock or powers, membership interest powers or other applicable certificates of transfer executed in blank and, in each case, in original (and instruments evidencing the Pledged Debt (including the Intercompany Notenot electronic) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);form; and (B) copies delivery to the Administrative Agent, in proper form for filing, of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described financing statements in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as jurisdiction of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence organization of flood insurance, shall be required to be delivered on or prior to the Closing Date)each Loan Party; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing or status (to the extent that such concept existsconcepts exist) from the applicable secretary of state (or equivalent authority) of the state jurisdiction of organization of each Loan PartyParty (in each case, to the extent such concept exists in the applicable jurisdiction), customary certificates attaching organizational documents, customary Board of Directors resolutions or other customary corporate authorizing action, customary incumbency certificates, specimen signature certificates of incorporation and/or other customary certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing DateDate and, in the case of the Borrower only, a certificate of a Responsible Officer of the Borrower that the conditions specified in clauses (b), (f) and (i) below have been satisfied; (viv) an opinion from Xxxxxxxx customary opinions with respect to the Loan Parties party to the Loan Documents on the Closing Date from: (A) White & Xxxxx Case LLP, special New York counsel to the Loan Parties; (B) Xxxxx Law, PLLC, special Ohio counsel to the Loan Parties; and (C) Xxxxxxxx Ing LLP, special Hawaii counsel to the Loan Parties; (vi) certificates of insurance of the Borrower evidencing property and general liability insurance meeting the requirements set forth in Section 5.20; and (vii) a solvency certificate certificate, substantially in the form set forth in Exhibit Q, from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and Date Acquisition shall have been consummated, or substantially concurrently with the initial borrowings under the Facilities on the Closing Date shall be consummated, in all fees and expenses due material respects in accordance with the terms of the Closing Date Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents thereto that are materially adverse to the Lead Arrangers or the initial Lenders without the approval of the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed); provided that (i) any amendment to the definition of Company Material Adverse Effect (as originally in effect on March 13, 2020) shall be deemed to be materially adverse to the interests of the Lead Arrangers or the initial Lenders, (ii) any decrease in the purchase price shall not be materially adverse to the initial Lenders but any resulting reduction in cash uses shall be allocated (x) first, to a reduction of the Closing Date Equity Contribution to such amount as would still satisfy Section 4.01(c) below, and their Affiliates (y) second, the balance (if any) of any reduction in cash uses shall be allocated (A) 60% to a reduction in the Initial Term Loans and (B) 40% to a reduction in the Closing Date Equity Contribution and (iii) any increase in the purchase price shall not be materially adverse to the initial Lenders so long as such increase (excluding increases as a result of adjustments provided in the Closing Date Acquisition Agreement as originally executed, which are deemed to be not materially adverse) is funded by equity contributions). (c) The Closing Date Equity Contribution shall have been or, substantially concurrently with the funding of the Facilities shall be, consummated, which Closing Date Equity Contribution shall be made in at least the amount set forth in the definition thereof (or such lesser amount permitted by Section 4.01(b)). (d) On the Closing Date, after giving effect to the Transaction and the use of proceeds of the Facilities existing on the Closing Date, the Closing Date Refinancing shall have been consummated. (e) Since the date of the Closing Date Acquisition Agreement there shall not have occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (f) The Lead Arrangers shall have received (i) the Audited Financial Statements and the Unaudited Financial Statements and (ii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least forty-five (45) days before the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting; provided, further, that the Audited Financial Statements and the Unaudited Financial Statements shall be deemed to have been received by the Lead Arrangers to the extent included in the Company’s periodic reports under the Exchange Act as and when filed with the SEC. (g) All Transaction Expenses required to be paid on the Closing Date under the Commitment Letters and (in the case of expenses) invoiced at least three Business Days before Fee Letters payable to the Closing Date (except as otherwise reasonably agreed by Lead Arrangers, the Borrower) Initial Co-Manager, the Agents and the initial Lenders shall have been paid from to the proceeds extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the initial funding under extent a reasonably detailed invoice therefor has been delivered to the Facilities. Borrower at least three (c3) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on Business Days prior to the Closing Date. (dh) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received received, at least 3 three (3) days prior to the Closing Date, all documentation and information as is reasonably requested in writing by the Lead Arrangers at least ten (10) Business Days (as defined in the Closing Date Acquisition Agreement) prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by and the Administrative Agent in writing at least 10 Business Days prior to the Closing DateBeneficial Ownership Regulation. (fi) Since September 30Subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, 2016, there has been no Material Adverse Effect (as defined in i) the Purchase Agreement). (g) The Specified Acquisition shall have been consummated, or Agreement Representations shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material true and adverse to the Lenders correct and (in their capacities as suchii) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier datethat are already qualified by materiality, in which case they representations and warranties shall be true and correct in all material respects after giving effect to such materiality qualifier) on and as of the Closing Date. Notwithstanding anything in any Loan Document to the contrary, (i) the only representations and warranties made on the Closing Date the making and accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) the Specified Representations and (B) the Specified Acquisition Agreement Representations and (ii) the terms of the Loan Documents shall be in a form such earlier datethat they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Section 4.01 are satisfied or waived (it being understood that, to the extent any lien search, Guarantees, or Collateral of the Borrower or Guarantor or any security interest therein (other than the pledge and perfection of security interests in the Pledged Borrower Equity Interests and, in each case, to the extent required under the Collateral Documents, the pledged Equity Interests of the Borrower’s Wholly Owned Domestic Subsidiaries that are Material Subsidiaries and other assets pursuant to which a Lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code; provided that stock certificates of the Company and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the seller) is not provided or perfected on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, the provision of such lien search, Guarantee and/or Collateral (and perfection of security interests therein) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be provided and perfected after the Closing Date (and in any event, within ninety (90) days after the Closing Date (or in the case of stock certificates of the Company, within five (5) Business Days after the Closing Date) plus any extensions consented to by the Administrative Agent (including pursuant to Section 6.17) in its reasonable discretion) pursuant to arrangements to be mutually agreed). Without limiting the generality of the provisions of the last paragraph of Section 9.03(b)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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)Lender.

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver by the Administrative Agent) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies originals, facsimiles or other facsimiles electronic copies (in each case, followed promptly by originalsoriginals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; , the Guaranty, the Security Agreement (iii) and intellectual property security agreements required thereunder), the Perfection Certificate and each Collateral Document set forth on Schedule 1.01B required of the other Loan Documents to be executed entered into on the Closing Date as indicated on such schedule, duly executed by each Loan Party theretoand prior to the initial Credit Extension, together with (subject to except as provided in the last paragraph of this Section 4.01Collateral Documents): (A) certificates, if any, representing the Pledged Equity in the Borrower and, pledged equity referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and (if applicable) instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed pledged debt referred to therein endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (it being understood C) a certificate evidencing that no insurance certificate, including evidence of flood insurance, shall be all insurances required to be delivered on or prior maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (viii) such certificates (including a certificate substantially in the form of good standing (to the extent such concept exists) from the applicable secretary Exhibit I), copies of state Organization Documents of the state of organization of each Loan PartyParties, certificates of resolutions or other action, action and incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require (i) 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 (ii) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (viiv) an opinion from each of (A) Xxxxxxxx & Xxxxx LLP, special New York and Massachusetts counsel to the Loan Parties, (B) Driver, McAfee, Hawthorne & Diebenow, PLLC, Florida counsel to the Loan Parties and (C) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, Ohio counsel to the Loan Parties; (viiv) a solvency certificate attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Holdings’ chief financial officer, chief accounting officer or other officer with equivalent duties duties; (vi) a Committed Loan Notice or Letter of the Borrower (after giving effect Credit Application, as applicable, relating to the Transactionsinitial Credit Extension; (vii) substantially copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as Collateral Agent with respect to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Loan Parties; (viii) a certificate, dated copies of U.S. Patent and Trademark Office and U.S. Copyright Office searches in each jurisdiction reasonably requested by the Closing Date and signed by a Responsible Officer of Collateral Agent with respect to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g)Loan Parties; and (ix) if available in the Perfection Certificaterelevant jurisdiction, duly completed good standing certificates or certificates of status, as applicable and executed by the bring down telegrams or facsimiles, for each Loan PartiesParty. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in hereunder or pursuant to the case of expenses) Engagement Letter, to the extent invoiced at least three two (2) Business Days before prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from in full in cash or will be paid on the proceeds Closing Date out of the initial funding under the FacilitiesCredit Extension. (c) The Equity Investment Prior to or substantially simultaneously with the initial Credit Extension, the Refinancing shall have been consummated, consummated or shall be consummated substantially concurrently simultaneously with the borrowing of the Initial Term Loans on the Closing Dateinitial Credit Extensions. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements[Reserved]. (e) The Administrative Agent and the Lead Arrangers shall have received (x) at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (y) a Beneficial Ownership Certificate in relation to any Borrower that has been requested by qualifies as a “legal entity customer” under the Administrative Agent in writing at least 10 Business Days prior to the Closing DateBeneficial Ownership Regulation. (f) Since September 30The Administrative Agent shall have received a certificate, 2016dated as of the Closing Date, there has been no Material Adverse Effect (as defined of a Responsible Officer of the Borrower on behalf of each Loan Party, confirming compliance with the condition precedent set forth in the Purchase AgreementSection 4.01(c). (g) The Acquisition Lead Arrangers shall have received (i) the audited consolidated balance sheets and statements of operations and cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended December 31, 2016 and December 31, 2017 and (ii) the unaudited consolidated balance sheets and related statements of operations and cash flows of Holdings and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018. The making of the initial Credit Extensions by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender that each of the conditions precedent set forth in this Section 4.01 shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, satisfied in accordance with the its respective terms of the Purchase Agreement. No provision of the Purchase Agreement or shall have been waivedirrevocably waived by such Person. Notwithstanding the foregoing, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (extent any security interest in their capacities as such) without the consent of the Lead Arrangers (Collateral is not to or cannot be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects provided on the Closing Date (except to other than the extent such representations pledge and warranties expressly relate to an earlier date, perfection of security interest in which case they shall (i) assets that may be true perfected by the filing of a financing statement under the UCC and correct in all material respects as of such earlier date). Without limiting (ii) the generality Equity Interest of the provisions Borrower and the Domestic Subsidiaries of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date Borrower after the Borrower’s use of commercially reasonable efforts to do soso without undue burden or expense (to the extent required by the definition of “Collateral and Guarantee Requirement”), then the provision and/or perfection of a Lien on security interest in such Collateral shall not constitute a condition precedent for purposes to the availability and initial funding of this Section 4.01the Loans on the Closing Date but may, but if required, instead shall be required to be provided delivered and/or perfected within 90 in accordance with Section 6.12(b) hereof but in any event not later than fifteen days after the Closing Date with respect to the delivery of any stock certificates and ninety days after the Closing date with respect to other Collateral, in accordance with Section 6.16 (subject to extensions each case, as agreed by may be extended in the reasonable discretion of the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)Agent.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counselParty: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B 4.01(a)(iii) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.016.16): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);; and (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower Borrowers and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxxxx (A) Ropes & Xxxxx Xxxx LLP, special New York counsel to the Loan Parties, (B) Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, Georgia counsel to PST Services, LLC, (C) Xxxxxxx, Taintor & Xxxxxx, Maine counsel to Change Healthcare Pharmacy Solutions, Inc. and (D) Xxxxxxx Xxxxx Xxxxxx LLP, Texas counsel to Change Healthcare Correspondence Services, Inc.; (viivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Parent Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viiivii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Parent Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (gSection 4.01(g); and (ixviii) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers Arrangers, the Co-Managers, the Joint Bookrunners and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Parent Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been or will be consummated, or shall be consummated substantially concurrently with including from the borrowing proceeds of the Initial Term any Loans hereunder made on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30(i) No Material Adverse Effect (as defined in the Contribution Agreement) on the Core MTS Business (as defined in the Contribution Agreement) shall have occurred between June 28, 2016, there has been 2016 and the Closing Date and (ii) no Material Adverse Effect (as defined in the Purchase Contribution Agreement)) on the Echo Business (as defined in the Contribution Agreement) shall have occurred between June 28, 2016 and the Closing Date. (g) The Acquisition Contribution shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Contribution Agreement. No provision of the Purchase The Contribution Agreement shall not have been waivedamended or waived in any material respect by any Investor or any of its Affiliates, amendednor shall any Investor or any of its Affiliates have given a material consent thereunder, consented to or otherwise modified in a manner that is material and materially adverse to the Lenders (in their capacities capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change, amendment, waiver or consent in respect of the definition of “Material Adverse Effect” contained in the Contribution Agreement shall be deemed to be materially adverse to the Lenders). (h) The Specified Purchase Contribution Agreement Representations shall be true and correct in all material respects on the Closing Date, but only to the extent that MCK or Change Parent (or their respective applicable Affiliates) have the right (taking into account any applicable cure provisions) to terminate its (or such Affiliates’) obligations under the Contribution Agreement, or to decline to consummate the Contribution (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties. (i) The Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent unless such representations and warranties expressly Specified Representations relate to an earlier date, in which case they case, such Specified Representations shall be have been true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Revolving Credit Note executed counterparts by the Borrowers in favor of this Agreementeach Lender that has requested a Revolving Credit Note at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP, special New York counsel to the Loan PartiesParties substantially in the form of Exhibit H-1, an opinion from Xxxxxx Xxxxxxx PC, Indiana counsel to the Loan Parties substantially in the form of Exhibit H-2, an opinion from Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the Loan Parties substantially in the form of Exhibit H-3 and an opinion from Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, Florida counsel to the Loan Parties substantially in the form of Exhibit H-4; (vi) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Parent Borrower; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect evidence that all insurance required to be maintained pursuant to the Transactions) substantially Loan Documents has been obtained and is in effect and that the form attached hereto Administrative Agent has been named as Exhibit E-2 (orloss payee and/or additional insured, at the sole option and discretion of the Borroweras applicable, a third-party opinion under each insurance policy with respect to such insurance as to which the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Administrative Agent shall have requested to be so named; (viii) a certificatecertified copies of the Merger Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Parent Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) below has been satisfied; (ix) copies of a recent Lien and (g)judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) the Perfection a Borrowing Base Certificate, duly completed certified as complete and executed by correct in all material respects, which calculates the Loan Parties. (b) The Closing Fees and all fees and expenses due to Borrowing Base as of the Lead Arrangers and their Affiliates required to be paid on last Business Day of the Closing Date and (in the case of expenses) invoiced most recent month ended at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on 25 days prior to the Closing Date. (b) All fees and expenses required to be paid hereunder and invoiced on or before the Closing Date shall have been paid in full in cash. (c) Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, (i) the Equity Contribution shall have been consummated; and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (d) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Parent Borrower shall have received at least $2,565,000,000 in gross cash proceeds from the issuance of the Senior Notes and the Senior Subordinated Notes and borrowings under the Senior Interim Loan Facility and the Senior Subordinated Interim Loan Facility. (e) The Lead Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Parent Borrower shall have terminated the Tender Offer Facility, and the Parent Borrower shall have taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings, the Parent Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) borrowings and letters of credit under the CF Facilities, (C) borrowings under the Senior Interim Loan Facility and the Senior Subordinated Interim Loan Facility and the Senior Notes and the Senior Subordinated Notes, (D) Indebtedness permitted by Section 7.03(b) and (E) the preferred Equity Interests described in subclause (ii) of this clause (f) and (ii) the Parent Borrower 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 common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders. (g) The Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (ei) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five business days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf .pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereofNotice; (ii) executed counterparts of this AgreementAgreement and the Guaranty; (iii) a Note executed by the relevant Borrowers in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date; (iv) each Collateral Document set forth on Schedule 1.01B under Section 4.01 to the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on under such schedulesection, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been takenAgent; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx Ropes & Xxxxx Xxxx LLP, special New York counsel to the Loan PartiesParties substantially in the form contemplated by the Confidential Disclosure Letter; (vii) an opinion from Xxxxxx, Xxxxxxxx & Xxxxxx, P.C., New Jersey counsel to the Loan Parties substantially in the form contemplated by the Confidential Disclosure Letter; (viii) at the Parent Borrower’s option, (x) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Parent Borrower (after giving effect to the TransactionsTransaction) substantially in the form attached hereto as Exhibit E-2 J or (or, at the sole option and discretion of the Borrower, y) a third-third party opinion as to the solvency Solvency of the Parent Borrower and its Restricted Subsidiaries on a consolidated basis issued by a nationally recognized firm)basis; (viiiix) a certificateevidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee and/or additional insured, dated as applicable, under each insurance policy with respect to such insurance as to which the Closing Date Administrative Agent shall have reasonably requested to be so named; (x) certified copies of the Merger Agreement and signed the disclosure letter thereto, duly executed by the parties thereto, together with 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, confirming satisfaction Parent Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) and (g)below has been satisfied; and (ixxi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties; provided, however, that, each of the requirements set forth in clause (iv) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except (i) to the extent that a Lien on such Collateral may under applicable law be perfected upon closing by the filing of financing statements under the Uniform Commercial Code and (ii) the delivery of stock certificates of the Parent Borrower and its wholly owned Material Domestic Subsidiaries (other than any Unrestricted Subsidiaries) to the extent included in the Collateral, with respect to which a Lien may be perfected upon closing by the delivery of a stock certificate) shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Parent Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to the Closing Date without undue burden or expense if the Parent Borrower agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date hereunder and (in the case of expenses) invoiced at least three two (2) Business Days before the Closing Date (except as otherwise reasonably agreed by the Parent Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiesin full in cash. (c) The Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Investment Contribution shall have been consummated; (ii) the Merger shall have been consummated in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers that, in any material respect, in a manner materially adverse to the Lenders (in their capacity as such), amend or waive the Merger Agreement, without the consent of the Lead Arrangers, such consent not to be unreasonably withheld, delayed or conditioned (it being agreed by the Lead Arrangers that, with respect to any consent to any waiver of Section 6.1 to the Merger Agreement, its consent shall be consummated substantially concurrently with deemed to have been given if the borrowing Lead Arrangers do not object in writing to a written request for such consent within four Business Days (as defined in the Merger Agreement) after such request for consent is delivered to the Lead Arrangers by or on behalf of the Initial Term Loans Merger Sub)); provided that (a) any change in the definition of “Company Material Adverse Effect” set forth in the Merger Agreement shall be deemed to be materially adverse to the Lenders and the Lead Arrangers and shall require the consent of the Lead Arrangers and (b) any reduction in the aggregate purchase price in an amount that does not exceed 10% of the original aggregate purchase price shall be deemed not to be materially adverse to the Lenders and the Lead Arrangers (it being understood that such reduction shall be applied as follows: (1) 70% to reduce the amount of funded debt on the Closing DateDate in respect of the Senior Notes, bridge loans in lieu of the Senior Notes and/or any other securities issued or incurred in lieu of such bridge loans, as applicable; and (2) 30% to reduce the amount of the Equity Contribution); and (iii) the Refinancing shall have been consummated. (d) The Lead Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements; provided that filing of the required financial statements on Form 10-K and Form 10-Q by the Company shall satisfy the foregoing requirements of clause (i) or (ii), as applicable. (e) The Lead Arrangers shall have received the Pro Forma Financial Statements. (ef) The Administrative Agent shall have received received, at least 3 Business Days five (5) days prior to the Closing Date Date, all documentation and other information about the Borrower Holdings and the Guarantors Parent Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested in writing by the Administrative Agent in writing at least 10 Business Days ten (10) days prior to the Closing Date. (fi) Since September 30, 2016, there has been no Material Adverse Effect Except as disclosed in the Company SEC Reports (as defined in the Purchase AgreementMerger Agreement as of July 14, 2012). , in each case that the Company has filed with or furnished to the SEC on or after December 31, 2010 and prior to July 14, 2012, other than information that is contained under the captions “Risk Factors” or “Forward-Looking Statements,” or as disclosed in the Company Disclosure Letter (gas defined in the Merger Agreement on July 14, 2012) The Acquisition as of July 14, 2012 (it being agreed disclosure of information in any section of the Company Disclosure Letter shall be deemed to qualify or apply to Section 4.8(b) of the Merger Agreement to the extent that it is reasonably apparent that such disclosure is relevant to such section), from January 1, 2012 until July 14, 2012, there has not been an event, occurrence, effect or circumstance that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (ii) since July 14, 2012, there shall not have been consummatedany effect, development, fact, circumstance, change, event or shall occurrence that, individually or in the aggregate, has had or would reasonably be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall expected to have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned)Company Material Adverse Effect. (h) The Specified Purchase Agreement Representations and the Specified Merger Agreement Representations shall be true and correct in all material respects on and as of the Closing Date (except Date; provided that, to the extent that such representations and warranties expressly relate 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 that any Specified Merger Agreement Representations, shall be required to be true and correct in all material respects only to the extent that Merger Sub has (or its applicable affiliate has) the right to, pursuant to the Merger Agreement, terminate their (or its) obligations under the Merger Agreement or decline to consummate the Merger as a result of a breach of such Specified Merger Agreement Representations. Without limiting the generality of the provisions of Section 9.03(b)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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The the Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each dated the Closing Date (or, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts to this Agreement by Holdings, the Borrower and each Lender on the Closing Date (other than a Committed Loan Notice in accordance with the requirements hereofCashless Rollover Lender); (ii) executed counterparts of this Agreementto each Cashless Rollover Letter by the Borrower and each Cashless Rollover Lender; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Collateral Document set forth on Schedule 1.01B required Lender requesting a Note, with such requests provided to be executed on the Borrower at least two Business Days prior to the Closing Date as indicated on such schedule, duly executed by each Loan Party theretoDate; (v) the Security Agreement, together with (subject to the last paragraph of this Section 4.01):with: (A) certificatesno later than two (2) Business Days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), if any, certificates representing the Pledged Equity in the Borrower and, Securities (if any) referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory Notes and any pledged Collateral required to be delivered to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery pursuant to the Collateral Agent or its counsel);Security Agreement, in each case, indorsed in blank, (B) copies of proper financing statements, filed or duly prepared statements in form appropriate for filing under the Uniform Commercial Code in of all United States jurisdictions that the Administrative Agent may deem reasonably are necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and, (C) evidence certified copies of UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that all other actionsname any Loan Party or Qualified Subsidiary as debtor and that are filed in those state and county jurisdictions in which any Loan Party or Qualified Subsidiary is organized or maintains its principal place of business, recordings and filings required none of which encumber the Collateral covered or intended to be covered by the Collateral Documents as of the Closing Date (other than Liens permitted by Section 7.01 or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory any other Liens acceptable to the Administrative Agent Agent), and (it being understood that no insurance certificate, including evidence D) a completed and executed Perfection Certificate substantially in the form of flood insurance, shall be required to be delivered on or prior to the Closing Date)Exhibit I-1; (ivvi) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest solvency certificate in the Collateral (subject to Liens permitted under Section 7.01 which form of Exhibit J executed and delivered by operation the chief financial officer of law or contract would have priority over the Liens securing the Obligations) shall have been takenBorrower; (vvii) 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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on party; (viii) such documents and certifications as the Administrative 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; (ix) the opinion of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and substantially in the form provided to the Lenders prior to the Closing Date; (vix) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties;financial statements referenced in Sections 5.05(a) and (d); and (viixi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of Borrower as to the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.02(a) and (gb); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements Lenders and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Section 11.19 not less than three (3) Business Days prior to the Closing Date. (fc) Since September 30All fees required to be paid to the Administrative Agent, 2016the Lead Arrangers and the Lenders on or before the Closing Date shall have been paid. (d) Unless waived by the Administrative Agent, there has been no Material Adverse Effect the Borrower shall have paid all applicable expenses (as defined in including the Purchase Agreementreasonable and invoiced fees and disbursements of counsel (with such invoices provided to the Borrower at least two Business Days prior to the Closing Date)) that are due pursuant to Section 11.05(a). (ge) The Acquisition Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects Credit Extension on the Closing Date (except to the extent such representations be consummated, and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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 received, or substantially concurrently with the proposed Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered initial Credit Extensions on the Closing Date pursuant shall receive, (i) UCC-3 termination statements with respect to Section 4.01(a)(iiiall Liens securing the Existing Credit Agreement and (ii) and any UCC Filing Collateral, to a customary “payoff letter” for the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)Existing Credit Agreement.

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (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 the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, a Committed Loan Notice in accordance with Guaranty from each Guarantor (subject to the requirements hereoflast paragraph of this Section ‎4.01) and the Intercompany Note, as applicable; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender requesting a Note; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleSecurity Agreement, duly executed by each Loan Party theretoParty, together with (subject to the last paragraph of this Section 4.01‎4.01): (A) certificates, if any, certificates (including original share certificates and/or original certificates of title) representing the Pledged Equity in the Borrower and, Interests referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank, (B) copies of proper financing statements, filed or duly prepared for filing under under, the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; , and (C) evidence that all other actions, recordings and filings required by of or with respect to the Security Agreement that the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect and protect the Collateral and Guarantee Requirement Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent (it being understood that no insurance certificateincluding, including evidence without limitation, receipt of flood insurance, shall be required to be delivered on or prior to the Closing Dateduly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 and Section 6.16, ‎4.01) evidence that all actions necessary to cause action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over perfect and protect the Liens securing created under the Obligations) shall have Intellectual Property Security Agreement has been taken; (v) the Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (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, customary certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral 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; (vivii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) an opinion from Xxxxxxxx of Fried, Frank, Harris, Sxxxxxx & Xxxxx Jxxxxxxx LLP, special counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit I; (viiix) a solvency certificate customary certificate, substantially in the form of Exhibit J, from the chief financial officerofficer of Holdings, chief accounting officer or other officer with equivalent duties of the Borrower (certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions) substantially in Transactions and the form attached hereto as Exhibit E-2 (orother transactions contemplated hereby, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)are Solvent; (viiix) (a) the “as reported” and “as is” financial results of the Target as held for sale for the twelve (12) months’ period ended September 30, 2013, consistent with the methodology employed in the reporting of such results as set forth in the Relevant CONSOL File Information for the period ended on June 30, 2013 and received by the Commitment Parties, and a quality of earnings report with respect to the Target for such period, consistent with the quality of earnings report with respect to the Target received by the Commitment Parties for the nine (9) months’ period ended June 30, 2013, and (b) pro forma financial information of the Target for the nine (9) months’ period ended June 30, 2013 and, if the Closing Date occurs after November 30, 2013, for the year ended September 30, 2013, in each case prepared (i) consistent with the Relevant CONSOL File Information referred to in the foregoing clause (a), (ii) after giving effect to the Transactions and (iii) with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xii) a certificate, dated as of the Closing Date and signed Date, duly executed by of a Responsible Officer of the Borrower, confirming satisfaction of Holdings certifying that the conditions precedent set forth in Sections 4.01(c‎4.01(d), ‎4.01(e), ‎4.01(i) and (g)‎4.01(j) have been satisfied as of the Closing Date; and (ixxiii) evidence that the Perfection Certificate, duly completed and executed by the Second Lien Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) Documents shall have been paid from the proceeds executed and delivered by all of the initial funding under Persons stated to be party thereto in their respective forms then most recently delivered to the Facilities. Administrative Agent, and evidence that the “Closing Date” (cas defined in the Second Lien Credit Agreement) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans will occur on the Closing Date. (db) The Lead Arrangers Holdings and the Borrower shall have received the Audited Financial Statements Equity Contribution and Other Equity in the Pro Forma Financial Statementsmanner described in the definition of the “Transactions”. (ec) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, Second Lien Loans in an aggregate principal amount of $75,000,000 and Permitted Surviving Debt. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (gd) The Acquisition shall have been consummated, or shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms funding of the Purchase Agreement. No provision of the Purchase Agreement shall have been waivedFacilities, amendedwithout giving effect to any amendments thereto, consented to waivers thereof or otherwise modified in a manner consents with respect thereto that is material and are materially adverse to the Lenders (in their capacities capacity as such) Lenders, without the consent of the Lead Arrangers (each Initial Lender, such consent not to be unreasonably withheld, delayed withheld or conditioned)delayed. (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company Seller after the Borrower’s Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly wholly-owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), ) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause establish that the Collateral Agent to will have (i) a perfected first priority security interest in the Fixed Asset Collateral and (ii) a perfected second priority security interest in the ABL Priority Collateral (in each case, subject to Liens permitted under Section 7.01 which by operation of law or of contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx Sxxxxxx Xxxxxxx & Xxxxx Bxxxxxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(h), (i) and (gj); and; (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of recent UCC, tax and judgment Lien searches in each jurisdiction reasonably requested by the Administrative Agent, and searches of the United States Patent and Trademark Office and the United States Copyright Office with respect to the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make accept a Credit Extension Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counselAgent: (i) a Committed Loan Notice in accordance with the requirements hereof[reserved]; (ii) executed counterparts of this Agreement; (iii) the Security Agreement and each other Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleDate, in each case duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper Uniform Commercial Code financing statements, filed or duly prepared statements in appropriate form for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets jurisdiction of Holdings, the Borrower and incorporation or organization of each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; andLoan Party; (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent Agent; (it being understood D) subject to Section 6.16, evidence that no insurance certificate, including evidence (other than title insurance) complying with the requirements of flood insurance, shall be required to be delivered on or prior Section 6.07 has been obtained and is in effect; (E) to the Closing Date);extent required by the Security Agreement, Intellectual Property Security Agreements, duly executed by the appropriate Loan Party, together with evidence that all actions that the Administrative Agent may deem reasonably necessary in order to perfect the Liens created under such Intellectual Property Security Agreements have been taken; and (iv) subject (A) the First Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit J-1 among the Borrower and the Guarantors from time to the last paragraph of this Section 4.01 and Section 6.16time party thereto, all actions necessary to cause the Collateral Agent and the other parties thereto and (B) the ABL Intercreditor Agreement among the Borrower and the Guarantors from time to have a perfected first priority security interest in time party thereto, Citibank, N.A., as ABL Collateral Agent, the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over Agent and the Liens securing the Obligations) shall have been takenother parties thereto; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state (or equivalent public official) of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require (A) 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, (B) certifying copies of resolutions or other actions of the board of directors, board of managers or other applicable governing body of such Loan Party (including shareholder resolutions to the extent necessary under applicable law or any Organization Document) approving the entry into this Agreement and all other agreements in connection with the Transactions or this Agreement, to which such Loan Party is a party, and (C) certifying copies of the Organization Documents of such Loan Party; (vi) an opinion customary legal opinions from Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties or manager of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of Holdings and the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(g) and 4.02; (g)ix) copies of a recent Lien and judgment search (to the extent such search is available in the applicable Loan Party’s jurisdiction in which it is organized and/or its chief executive office is located) in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) a certificate, dated the Perfection CertificateClosing Date and signed by a Responsible Officer of Holdings and the Borrower, duly completed and executed by confirming the Loan Partiessatisfaction (or waiver) of the conditions set forth in Article IX.A of the Bankruptcy Plan as of the Closing Date, in accordance with the requirements of the Bankruptcy Plan. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers Administrative Agent, the Collateral Agent and their Affiliates Affiliates, if any, required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiespaid. (c) The Equity Investment Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Dateconsummated. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements[Reserved]. (e) The Administrative Agent shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a fund its portion of the initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer an authorized officer of the signing Loan Party Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, the Borrower Security Agreement, a Committed Loan Notice in accordance with Subsidiary Security Agreement executed by each Subsidiary of the requirements hereofBorrower, the MLP Security Agreement, the Master Consent to Assignment, the Guaranties, the U.S. Vessel Mortgage and all other Collateral Documents required by the Administrative Agent, each dated as of the Closing Date; (ii) Notes executed counterparts by the Borrower in favor of this Agreementeach Lender requesting such Notes, each in a principal amount equal to such Lender's Committed Sum, each dated as of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers officers of each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Dateparty; (viiv) an opinion from Xxxxxxxx & Xxxxx LLPsuch evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, special counsel to validly existing, and in good standing in the Loan Partiesjurisdiction of its organization; (viiv) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying that (A) the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2003, there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the MLP, the Borrower General Partner or the Borrower and its Subsidiaries, taken as a whole, or (D) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower, confirming satisfaction any Guarantor, the MLP General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the conditions set forth in Sections 4.01(cBorrower or any Guarantor to perform its obligations under the Loan Documents; (vi) opinions from (A) Baker Botts L.L.P., counsel to each Loan Party, substantiallx xx txx xxrm of Exhibit F-1 hereto, and (g)B) local counsel to each Loan Party in the States of Arkansas, Louisiana, and Florida with respect to each Mortgage, or amendment thereto, executed by a Loan Party; (vii) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor; (viii) a duly completed Compliance Certificate in the form of Exhibit C signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP demonstrating pro forma compliance with Section 7.15 as of the Closing Date; (ix) a duly completed Borrowing Base Certificate in the form of Exhibit I signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP; and (ixx) such other assurances, certificates, documents, consents or opinions as the Perfection CertificateAdministrative Agent, duly completed and executed by the Loan PartiesL/C Issuer, the Swing Line Lender, or the Required Lenders reasonably may require. (b) The Closing Fees Any fees due and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on payable at the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiespaid. (c) The Equity Investment Borrower shall have been consummatedpaid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on on, the Closing Date. (d) The Lead Arrangers Each Company shall have received delivered the Audited Financial Statements following documents: (i) such Lien searches and abstracts of title as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages; (iii) evidence that the Collateral Agent has been named as loss payee and mortgagee under all policies of casualty insurance pertaining to the Collateral; (iv) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; (v) certificates evidencing all of the issued and outstanding shares of capital stock pledged pursuant to the Collateral Documents, which certificates shall in each case be accompanied by undated stock powers duly executed in blank and, with respect to uncertificated securities pledged pursuant to the Collateral Documents, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; and (vi) evidence that all other actions necessary or, in the opinion of the Administrative Agent, the Collateral Agent, or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent's and the Pro Forma Financial StatementsCollateral Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken. (e) The Administrative Agent shall have received at least 3 Business Days prior Receipt of (i) certificates of ownership for each of the U.S. Flag Vessels, (ii) a field audit and inventory valuation report in form and substance satisfactory to the Closing Date all documentation Administrative Agent, and (iii) other information about regarding the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been Collateral requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAgent. (f) Since September 30, 2016, there Receipt from an independent appraiser acceptable to the Administrative Agent of an Appraisal for the Fixed Assets and the Vessels (other than the Fixed Assets and Vessels for which as Appraisal has been no Material Adverse Effect (as defined in provided to the Purchase AgreementAdministrative Agent within the past year). (g) . The Acquisition Administrative Agent shall have been consummated, or shall be consummated substantially concurrently with notify the initial borrowing under any Facility on Borrower and the Lenders of the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations such notice shall be true conclusive and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)binding.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Revolving Credit Note executed counterparts by the Borrowers in favor of this Agreementeach Lender that has requested a Revolving Credit Note at least two Business Days in advance of the Closing Date; (iii) subject to Section 6.13, each Collateral Document set forth on Schedule 1.01B 1.01A to the Original Credit Agreement required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel)blank; (B) copies of proper financing statements, filed or duly prepared for filing to the extent required under the Uniform Commercial Code Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in all United States jurisdictions that states in which the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of HoldingsMortgaged Properties are located, the Borrower and each Subsidiary Guarantor that is party with respect to the Security Agreement, covering enforceability and perfection of the Collateral described in the Security AgreementMortgages and any related fixture filings; and (C) evidence (including a perfection certificate) that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)manner; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing DateDate and customary good standing and foreign qualification certificates for each Loan Party; (v) an opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit H to the Original Credit Agreement; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel a certificate attesting to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties Solvency of the Parent Borrower and its Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions) substantially in , from the form attached hereto as Exhibit E-2 (or, at the sole option and discretion Chief Financial Officer or Treasurer of the Parent Borrower; (vii) 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 Administrative Agent has been named as loss payee and/or additional insured, a third-party opinion as applicable, under each insurance policy with respect to such insurance as to which the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Administrative Agent shall have reasonably requested to be so named; (viii) a certificatecertified copies of the Merger Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Parent Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) below has been satisfied; (ix) copies of a recent Lien and (g)judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) the Perfection a Borrowing Base Certificate, duly completed and executed by which calculates the Loan PartiesBorrowing Base as of September 28, 2007. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from been, or concurrently with the proceeds closing of the initial funding under the FacilitiesTransactions shall be, paid in full in cash. (c) The Equity Investment shall have been consummated, Prior to or shall be consummated substantially concurrently simultaneously with the borrowing of the Initial Term Loans initial Credit Extension on the Closing Date, (i) the Equity Contribution shall have been consummated (and to the extent constituting other than common equity interests shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Arrangers to the extent material to the interests of the Lenders); and (ii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (d) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Parent Borrower shall have received at least $1,450,000,000 in gross cash proceeds from the funding of the Bridge Facility Debt. (e) The Lead Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect. (f) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Parent Borrower shall have terminated the Existing Credit Agreement. (g) The Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (ei) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five business days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note from the Borrower at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on counterparts of the Closing Date as indicated on such schedule, duly executed by each Loan Party theretoSecurity Agreement, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in issued by the Borrower and, to and the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower Guarantors (other than those described under clause (bHoldings) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, documents and instruments to be recorded or filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that each of the requirements set forth in this clause (iii), including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory (except to the Administrative Agent extent that a lien on such Collateral may be perfected (it being understood that no insurance certificate, including evidence A) by the filing of flood insurance, a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower and its Restricted Subsidiaries and related stock powers) shall be required not constitute conditions precedent to be delivered the Credit Extensions on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing DateDate 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 Administrative Agent in its reasonable discretion); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP, special counsel to the Loan Parties, substantially in the form of Exhibit H-1 and an opinion from Young Xxxxxxx Stargatt & Xxxxxx, LLP, Delaware counsel to the Loan Parties, substantially in the form of Exhibit H-2; (viivi) a solvency certificate from attesting to the chief financial officerSolvency of Holdings, chief accounting officer or other officer with equivalent duties of the Borrower and the Restricted Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions) substantially in , from the form attached hereto as Exhibit E-2 (or, at the sole option and discretion Chief Financial Officer of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viiivii) a certificatecopies of the executed Merger Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) and (g)below has been satisfied; and (ixviii) copies of a recent Lien and judgment search in each jurisdiction set forth on Schedule 1(a) of the Perfection Certificate, duly completed and executed by Certificate (as defined in the Loan PartiesSecurity Agreement). (b) The Closing Fees and all All fees and reasonable and documented out-of-pocket expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder on the Closing Date and (Date, in the case of expenses) expenses to the extent invoiced at least three Business Days before business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) Date, shall have been been, or concurrently with the closing of the Transaction shall be, paid from (which amounts may be offset against the proceeds of Credit Extensions on the initial funding under the FacilitiesClosing Date). (c) The Equity Investment shall have been consummated, Prior to or shall be consummated substantially concurrently simultaneously with the borrowing of the Initial Term Loans initial Credit Extension on the Closing Date, the Equity Contribution, in an aggregate amount equal to, when combined with the fair market value of the equity of the Management Stockholders rolled over or invested in connection with the Transactions, at least 35% of the total pro forma debt and equity of Holdings and its Subsidiaries on the Closing Date, shall have been consummated and, to the extent the Equity Contribution involves Equity Interests other than common Equity Interests, the terms and conditions thereof, and the documentation of such terms and conditions, shall, to the extent material to the interests of the Lenders, be reasonably satisfactory to the Arrangers. (d) Substantially simultaneously with the initial Credit Extension on the Closing Date, the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement (without giving effect to any modifications, amendments or waivers thereto made after the date thereof that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (e) After giving effect to consummation of the Transactions on the Closing Date, (i) Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) Indebtedness permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) and (u) and (C) the preferred Equity Interests described in subclause (ii) of this clause (e), (ii) Holdings 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 (x) common stock owned by Permitted Holders and (y) preferred stock owned by Permitted Holders with terms and conditions reasonably acceptable to the Arrangers and (iii) the Borrower 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 (x) common stock owned by Holdings and (y) preferred stock owned by Holdings with terms and conditions reasonably acceptable to the Arrangers. (f) The Lead Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements; provided that for the purposes of this paragraph, the filing of the applicable financial statements on Form 10-K or Form 10-Q, as the case may be, by the Company on or prior to the Closing Date shall be deemed to satisfy the foregoing requirements. (g) The Arrangers shall have received the Pro Forma Financial Statements. (eh) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all material documentation and other material information about the Borrower and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Act, that has been reasonably requested by the Administrative Agent in writing Lenders at least 10 five Business Days prior to in advance of the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (gi) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date Date. (except to the extent such representations and warranties expressly relate to an earlier date, in which case they j) The Specified Merger Agreement Representations shall be true and correct in all material respects on and as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b)Closing Date. (k) Since December 31, for purposes of determining compliance with the conditions specified in this Section 4.012010, each Lender that has signed this Agreement no Company Material Adverse Effect 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 occurred. (l) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender 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 other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent Request for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date Credit Extension in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)requirements hereof.

Conditions to Initial Credit Extension. The obligation of each No Lender or LC Issuer shall be required to make a any Credit Extension hereunder on hereunder, unless and until the Closing Date is subject conditions specified below shall have been satisfied: (i) the Administrative Agent shall have received the fees provided to satisfaction be paid pursuant to the Fee Letter; (ii) the Borrower shall have paid in full all outstanding loans, interest thereon, fees and other sums payable under the Prior Credit Agreement; and (iii) the Administrative Agent shall have received each of the following conditions precedentitems (with all documents required below, except as otherwise agreed between specified, to be dated the Borrower Closing Date, which date shall be the same for all such documents, and each of such documents to be in form and substance satisfactory to the Administrative Agent:, to be fully and properly executed by all parties thereto, (a) The Administrative Agent’s receipt From the Borrower, (1) a Revolving Credit Note payable to the order of each Lender that has requested a Revolving Credit Note in accordance with this Agreement; and (2) the followingSwing Line Note. (b) From the Borrower, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specifiedthe Mortgage Banking Pledge Agreement, each properly executed by a Responsible Officer of together with the signing Loan Party each in form and substance reasonably satisfactory original Mortgage Banking Note, an allonge endorsing the same to the Administrative Agent and its legal counsel:such other documents provided to be delivered pursuant to the Mortgage Banking Pledge Agreement. (ic) a Committed Loan Notice in accordance with From NVR Funding II, the requirements hereof;Subordination Agreement. (iid) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject Written opinions addressed to the last paragraph of this Section 4.01): (A) certificatesLenders, if any, representing the Pledged Equity and in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank form and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably substance satisfactory to the Administrative Agent or its Agent, from counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party NVR Funding II. (e) The following supporting documents with respect to the Security Agreement, covering the Collateral described in the Security Agreement; and Borrower and NVR Funding II (Cas applicable): (1) evidence that all other actions, recordings and filings required by the Collateral Documents a copy of its certificate or articles of incorporation certified as of a date reasonably close to the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior a true and accurate copy by the Secretary of State of its state of incorporation; (2) a certificate of that Secretary of State, dated as of a date reasonably close to the Closing Date); , as to its existence and good standing and, in the case of the Borrower, a certificate of the Secretary of State of each jurisdiction, other than its state of incorporation, in which it does business, as to its qualification as a foreign corporation; (iv3) subject a copy of its by-laws, certified by its secretary or assistant secretary to be a true and accurate copy in effect on the Closing Date; (4) a certificate of its secretary or assistant secretary as to the last paragraph incumbency and signatures of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 its officers or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Persons who have executed any documents on its behalf in connection with the transactions contemplated by this Agreement; (5) a copy of resolutions of its Board of Directors, certified by its secretary or assistant secretary to be a true and accurate copy of resolutions duly adopted by such Board of Directors, authorizing the execution and delivery (in the case of the Borrower) of 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; (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expensesNVR Funding II) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements Subordination Agreement and the Pro Forma Financial Statements. performance by it of all its obligations thereunder; and (e6) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation such additional supporting documents and other information about the Borrower with respect to its operations and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by affairs as the Administrative Agent in writing at least 10 Business Days prior to the Closing Datemay reasonably request. (f) Since September 30, 2016, there Certificates signed by a duly authorized officer of the Borrower stating that: (1) the representations and warranties of the Borrower contained in Article V hereof are correct and accurate on and as of the Closing Date as though made on and as of the Closing Date and (2) no event has been no Material Adverse Effect (as defined in the Purchase Agreement)occurred and is continuing which constitutes a Default or Unmatured Default hereunder. (g) The Acquisition shall have been consummatedcertified financial statements provided for in Section 6.04(b) and Section 6.04(c) hereof for the quarter ending September 30, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned)2005. (h) The Specified Purchase Agreement Representations report provided for in Section 6.04(g) hereof for the quarter ending September 30, 2005. (i) The compliance certificate and report provided for in Section 6.04(h) hereof for the Specified Representations shall be true and correct in all material respects on the Closing Date quarter ending September 30, 2005. (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects j) Such other documents as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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 or its objection thereto. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)counsel may reasonably request.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) : The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) : [reserved]; executed counterparts of this Agreement; ; a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (iii2) Business Days in advance of the Closing Date; each Collateral Document set forth on Schedule 1.01B in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject with: except to the last paragraph of this Section 4.01): (A) extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers blank; and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) Agent; 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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) ; an opinion from Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as of Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)N; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles communicated by electronic mail (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, the Lenders and its their legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement and the Fee Letter; (iii) each Collateral Document set forth on Schedule 1.01B 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and blank, instruments evidencing the Pledged Debt (including indorsed in blank and certificates, if any, or instruments, as applicable, representing the Intercompany Note) indorsed Residual Interests accompanied by undated stock powers or other instruments of transfer executed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent at the written direction of the Required Lenders may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to and the Closing Date)Lenders; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 PartyParty dated no earlier than ten (10) days prior to the Closing Date, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Required Lenders 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; (viv) an opinion from each of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties, and (ii) the General Counsel of the Borrower; (viivi) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)D; (viiivii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of with respect to the conditions matters set forth in Sections 4.01(c), (d), (e) and (gf); and (ixviii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent or the Required Lenders with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Lenders, the Lead Arrangers Arranger and their respective Affiliates required to be paid on the Closing Date pursuant to the Fee Letter and (in the case of expenses) invoiced at least three (3) Business Days Day before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment As of the Closing Date, the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document 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 as so qualified) on and as of the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been consummatedtrue and correct in all material respects (or, as applicable, in all respects) on and as of such earlier date. (d) Since December 31, 2019, no Material Adverse Effect shall have occurred. (e) As of the Closing Date, no event shall have occurred and be continuing or would result from the consummation of the Credit Extensions that would constitute a Default or an Event of Default. (f) As of the Closing Date, there does not exist any order, injunction or decree of any Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs the Transactions, the financing thereof or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect. (g) The Borrower shall be consummated substantially concurrently have complied with the borrowing each Financing Source Diversification Requirement measured as of the Initial Term Loans on the Closing Date. (dh) The Lead Arrangers Administrative Agent shall have received evidence that all necessary consents, permits and approvals (governmental or otherwise) required for the execution, delivery and performance by each Loan Party of the Loan Documents and the Transactions have been duly obtained and are in full force and effect. (i) The Administrative Agent shall have received the Audited Financial Statements and the Pro Forma Unaudited Financial Statements. (ej) The Administrative Agent shall have received (i) at least 3 three (3) Business Days prior to the Closing Date (or such later date as the Administrative Agent shall reasonably agree) all documentation (including an executed Form W-9) and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act, that has been requested by the Administrative Agent in writing at least 10 ten (10) days prior to the Closing Date and (ii) at least three (3) Business Days prior to the Closing Date. , if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower for each Lender that so requests (fwhich request is made through the Administrative Agent on a standard form for all such Lenders); provided the Borrower has received a list of each such Lender and its electronic delivery requirements at least five (5) Since September 30Business Days prior to the Closing Date (it being agreed that, 2016upon the execution and delivery by such Lender of its signature page to this Agreement, there has been no Material Adverse Effect (as defined the condition set forth in the Purchase Agreementthis clause shall be deemed to be satisfied with respect to such Lender). (gk) The Acquisition shall have been consummated, or shall be consummated substantially concurrently Substantially contemporaneously with the initial borrowing under any Facility funding of Loans on the Closing Date, in accordance with the terms of Refinancing shall be consummated and the Purchase Agreement. No provision of the Purchase Agreement Administrative Agent shall have been waivedreceived reasonably satisfactory evidence thereof, amendedincluding without limitation, consented to or otherwise modified in the receipt of a manner that is material satisfactory payoff letter and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations termination and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)release statements. Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower Borrowers and, to the extent received from the Company seller after the Lead Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Lead Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions or comparable filing, register entry or registration under any applicable jurisdiction that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower Borrowers and each Subsidiary Guarantor that is party to the Security AgreementAgreement or applicable Foreign Security Document, covering the Collateral described in the Security AgreementAgreement or applicable Foreign Security Document; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date);; 4849-7283-2717 162 (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the state jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other actionaction (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party and copies of the Organizational Documents of each Loan Party, as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viA) an opinion from Xxxxxxxx Sxxxxxx Xxxxxxx & Xxxxx Bxxxxxxx LLP, special counsel to the Loan Parties and (B) an opinion from Walkers (Bermuda) Limited, special counsel in Bermuda to the Secured Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Lead Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Lead Borrower, a third-party opinion as to the solvency of the Lead Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Lead Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (gf); and (ix) the Perfection Certificate, duly completed and executed by the Loan PartiesLead Borrower. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers Arrangers, the Co-Manager and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Lead Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Unaudited Financial Statements. (e) The Administrative Agent shall have received at least 3 three Business Days prior to the Closing Date all documentation and other information about the Borrower Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and 4849-7283-2717 163 regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. If a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered to the Administrative Agent, at least three Business Days prior to the Closing Date, a Beneficial Ownership Certification to the extent requested by the Administrative Agent at least 10 Business Days prior to the Closing Date. (f) Since September 30December 31, 20162018, there has been no Material Adverse Effect (as defined in the Purchase Merger Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Merger Agreement. No provision of the Purchase Merger Agreement, as the Merger Agreement was in effect on November 8, 2019, shall have been waived, amended, waived or amended or consented to or otherwise modified in any material respect in a manner that is material and materially adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Lead Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A4.01(a)(iv)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Funding 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 receipt of the following, each of which shall be originals original, pdf or pdf facsimile copies or delivered by other facsimiles electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each Party, and in customary form and substance reasonably satisfactory to the Administrative Agent and its legal counselsubstance: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note at least two Business Days in advance of the Funding Date; (iii) each Collateral Document and each other document set forth on in Schedule 1.01B 1.01C required to be executed on the Closing Funding Date as indicated on such schedule, duly executed by each Loan Party party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments instruments, if any, evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel)blank; (B) copies of proper financing statements, filed statements (Form UCC-1 or duly prepared the equivalent) for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent UCC or other appropriate filing offices of each jurisdiction as may deem reasonably be necessary in order to perfect and protect the Liens security interests purported to be created under by the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the foregoing Security Agreement; and (C) evidence that all proper recordation or transfer documentation for filing with the United States Patent and Trademark Office, United States Copyright Office or other actions, recordings and filings required appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)foregoing Security Agreement; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (to the extent such concept existsexists in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;; and (vi) an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (viiv) 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 E-2 (or, at the sole option and discretion D-2; provided that each of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions requirements set forth in Sections 4.01(cclause (iii) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (g); and except to the extent that a Lien on such Collateral may be perfected solely (ixx) the Perfection Certificate, duly completed and executed by the Loan Partiesfiling of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates or other certificates, if any, of the Equity Interests of the Guarantors to the extent possession of such stock certificates or other certificates perfects a security interest therein) shall not constitute conditions precedent to any Credit Extension on the Funding Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Funding Date or 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 as soon as practicable, but in any event within 90 days after the Funding Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Closing Fees and all fees and expenses due to Prior to, or substantially concurrently with the Lead Arrangers and their Affiliates required to be paid initial Borrowing on the Closing Date and (in Funding Date, the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) Refinancing Transaction shall have been paid from consummated and all security interests and guarantees in connection with the proceeds of Existing Credit Agreement and the initial funding under the FacilitiesExisting Note Purchase Agreement shall have been terminated and released. (c) The Equity Investment Prior to or substantially concurrently with the initial Borrowing on the Funding Date, the IPO Transaction shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received the Audited Financial Statements representations and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation warranties of each Loan Party set forth in Article ‎V and in each other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations Loan Document shall be true and correct in all material respects on and as of the Closing Date (date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except, in each case, to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty shall be accurate in all respects as of such date). (e) No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. (f) After giving effect to the Refinancing Transactions and the IPO Transactions, the Borrower and its Subsidiaries shall have no Disqualified Equity Interests or Indebtedness for borrowed money outstanding other than (a) the Loans and other Credit Extensions hereunder and (b) Indebtedness permitted by ‎Section 7.03. (g) All fees and expenses required to be paid hereunder (or otherwise agreed to be paid in writing) and invoiced at least three Business Days before the Funding Date shall have been paid (or shall be paid substantially contemporaneously with the initial fundings under the Facilities) from the proceeds of the initial fundings under the Facilities. (h) The Administrative Agent shall have received the Annual Financial Statements (and to the extent available unaudited consolidating financial statements), and an unaudited consolidated balance sheet and related statement of comprehensive income, stockholders’ equity and cash flows of Borrower and for each subsequent fiscal quarter period ended at least 60 days prior to the Funding Date. (i) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (h) above, prepared after 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 such other financial statements). Without limiting the generality of the provisions of Section ‎Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01‎Section 4.02, 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 Funding Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The Subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, the obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction satisfaction, or waiver (in accordance with Section 10.01), of each of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, facsimiles or pdf copies in .pdf, .tif, .jpeg or other facsimiles electronic form by electronic mail (followed promptly by originals, to the extent reasonably required by the Administrative Agent, it being understood and agreed that provisions of such originals are not a condition precedent under this Section 4.01) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (if applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) a Committed Loan Notice or Letter of Credit Application (other than with respect to any Existing Letters of Credit), as applicable, relating to the initial Credit Extension(s) and which shall be delivered in accordance with the requirements hereofSection 2.02; (ii) executed counterparts of this AgreementAgreement duly executed by each party hereto; (iii) each subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, the Closing Date First Lien Intercreditor Agreement, the Guaranty and other Collateral Document Documents set forth on Schedule 1.01B 1.01(b) required to be executed on the Closing Date Date, as indicated on such schedule, duly executed by each Loan Party theretoparty thereto as of the Closing Date, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Collateral that are certificated Equity in the Borrower and, to the extent received from the Company after Interests of the Borrower’s use , Subsidiary Guarantors and each of commercially reasonable efforts to obtain such Pledged Equitytheir Restricted Subsidiaries that are not Immaterial Subsidiaries and instruments evidencing Material Debt Instruments, in each wholly owned Domestic Subsidiary of case, required to be delivered pursuant to the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”)Collateral and Guarantee Requirement, each accompanied by undated stock or powers, membership interest powers or other applicable certificates of transfer executed in blank and, in each case, in original (and instruments evidencing the Pledged Debt (including the Intercompany Notenot electronic) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);form; and (B) copies delivery to the Administrative Agent, in proper form for filing, of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described financing statements in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as jurisdiction of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence organization of flood insurance, shall be required to be delivered on or prior to the Closing Date)each Loan Party; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing or status (to the extent that such concept existsconcepts exist) from the applicable secretary of state (or equivalent authority) of the state jurisdiction of organization of each Loan PartyParty (in each case, to the extent such concept exists in the applicable jurisdiction), customary certificates attaching organizational documents, customary Board of Directors resolutions or other customary corporate authorizing action, customary incumbency certificates, specimen signature certificates of incorporation and/or other customary certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing DateDate and, in the case of the Borrower only, a certificate of a Responsible Officer of the Borrower that the conditions specified in clauses (b), (f) and (i) below have been satisfied; (viv) an opinion from Xxxxxxxx customary opinions with respect to the Loan Parties party to the Loan Documents on the Closing Date from: (A) White & Xxxxx Case LLP, special New York counsel to the Loan Parties; (B) Xxxxx Law, PLLC, special Ohio counsel to the Loan Parties; and (C) Watanabe Ing LLP, special Hawaii counsel to the Loan Parties; (vi) certificates of insurance of the Borrower evidencing property and general liability insurance meeting the requirements set forth in Section 5.20; and (vii) a solvency certificate certificate, substantially in the form set forth in Exhibit Q, from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and (ix) the Perfection Certificate, duly completed and executed by the Loan Parties. (b) The Closing Fees and Date Acquisition shall have been consummated, or substantially concurrently with the initial borrowings under the Facilities on the Closing Date shall be consummated, in all fees and expenses due material respects in accordance with the terms of the Closing Date Acquisition Agreement, without giving effect to any modifications, amendments or express waivers or consents thereto that are materially adverse to the Lead Arrangers or the initial Lenders without the approval of the Lead Arrangers (such approval not to be unreasonably withheld, conditioned or delayed); provided that (i) any amendment to the definition of Company Material Adverse Effect (as originally in effect on March 13, 2020) shall be deemed to be materially adverse to the interests of the Lead Arrangers or the initial Lenders, (ii) any decrease in the purchase price shall not be materially adverse to the initial Lenders but any resulting reduction in cash uses shall be allocated (x) first, to a reduction of the Closing Date Equity Contribution to such amount as would still satisfy Section 4.01(c) below, and their Affiliates (y) second, the balance (if any) of any reduction in cash uses shall be allocated (A) 60% to a reduction in the Initial Term Loans and (B) 40% to a reduction in the Closing Date Equity Contribution and (iii) any increase in the purchase price shall not be materially adverse to the initial Lenders so long as such increase (excluding increases as a result of adjustments provided in the Closing Date Acquisition Agreement as originally executed, which are deemed to be not materially adverse) is funded by equity contributions). (c) The Closing Date Equity Contribution shall have been or, substantially concurrently with the funding of the Facilities shall be, consummated, which Closing Date Equity Contribution shall be made in at least the amount set forth in the definition thereof (or such lesser amount permitted by Section 4.01(b)). (d) On the Closing Date, after giving effect to the Transaction and the use of proceeds of the Facilities existing on the Closing Date, the Closing Date Refinancing shall have been consummated. (e) Since the date of the Closing Date Acquisition Agreement there shall not have occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (f) The Lead Arrangers shall have received (i) the Audited Financial Statements and the Unaudited Financial Statements and (ii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least forty-five (45) days before the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting; provided, further, that the Audited Financial Statements and the Unaudited Financial Statements shall be deemed to have been received by the Lead Arrangers to the extent included in the Company’s periodic reports under the Exchange Act as and when filed with the SEC. (g) All Transaction Expenses required to be paid on the Closing Date under the Commitment Letters and (in the case of expenses) invoiced at least three Business Days before Fee Letters payable to the Closing Date (except as otherwise reasonably agreed by Lead Arrangers, the Borrower) Initial Co-Manager, the Agents and the initial Lenders shall have been paid from to the proceeds extent due and, with respect to expenses (including reimbursable fees and expenses of counsel), to the initial funding under extent a reasonably detailed invoice therefor has been delivered to the Facilities. Borrower at least three (c3) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on Business Days prior to the Closing Date. (dh) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (e) The Administrative Agent shall have received received, at least 3 three (3) days prior to the Closing Date, all documentation and information as is reasonably requested in writing by the Lead Arrangers at least ten (10) Business Days (as defined in the Closing Date Acquisition Agreement) prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by and the Administrative Agent in writing at least 10 Business Days prior to the Closing DateBeneficial Ownership Regulation. (fi) Since September 30Subject to (and to the extent required by) the penultimate paragraph of this Section 4.01, 2016, there has been no Material Adverse Effect (as defined in i) the Purchase Agreement). (g) The Specified Acquisition shall have been consummated, or Agreement Representations shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material true and adverse to the Lenders correct and (in their capacities as suchii) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier datethat are already qualified by materiality, in which case they representations and warranties shall be true and correct in all material respects after giving effect to such materiality qualifier) on and as of the Closing Date. Notwithstanding anything in any Loan Document to the contrary, (i) the only representations and warranties made on the Closing Date the making and accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) the Specified Representations and (B) the Specified Acquisition Agreement Representations and (ii) the terms of the Loan Documents shall be in a form such earlier datethat they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Section 4.01 are satisfied or waived (it being understood that, to the extent any lien search, Guarantees, or Collateral of the Borrower or Guarantor or any security interest therein (other than the pledge and perfection of security interests in the Pledged Borrower Equity Interests and, in each case, to the extent required under the Collateral Documents, the pledged Equity Interests of the Borrower’s Wholly Owned Domestic Subsidiaries that are Material Subsidiaries and other assets pursuant to which a Lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code; provided that stock certificates of the Company and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the seller) is not provided or perfected on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, the provision of such lien search, Guarantee and/or Collateral (and perfection of security interests therein) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be provided and perfected after the Closing Date (and in any event, within ninety (90) days after the Closing Date (or in the case of stock certificates of the Company, within five (5) Business Days after the Closing Date) plus any extensions consented to by the Administrative Agent (including pursuant to Section 6.17) in its reasonable discretion) pursuant to arrangements to be mutually agreed). Without limiting the generality of the provisions of the last paragraph of Section 9.03(b)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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)Lender.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01): (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company Seller after the Borrower’s Holdings’ use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly wholly-owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), ) accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt referred to therein (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause establish that the Collateral Agent to will have (i) a perfected first priority security interest in the Fixed Asset Collateral and (ii) a perfected second priority security interest in the ABL Priority Collateral (in each case, subject to Liens permitted under Section 7.01 which by operation of law or of contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx Sxxxxxx Xxxxxxx & Xxxxx Bxxxxxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(h), (i) and (gj); and; (ix) the Perfection Certificate, duly completed and executed by the Loan Parties; and (x) copies of recent UCC, tax and judgment Lien searches in each jurisdiction reasonably requested by the Administrative Agent, and searches of the United States Patent and Trademark Office and the United States Copyright Office with respect to the Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilities. (c) The Equity Investment Prior to or substantially simultaneously with the initial Credit Extensions, the Borrower shall have been consummated, or shall be consummated substantially concurrently with received at least $1,040,000,000 in gross cash proceeds from the borrowing issuance of the Initial Term Loans on Dollar Senior Notes and €235,000,000 in gross cash proceeds from the Closing Dateissuance of the Euro Senior Notes. (d) The Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated. (e) The Lead Arrangers shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (ef) The Administrative Agent shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (fg) Prior to or substantially simultaneously with the initial Credit Extensions, the Borrower and the other parties thereto shall have entered into the ABL Credit Agreement and the ABL Credit Agreement shall be effective. (h) Since September 30December 31, 20162013, there has been no effect, change, event, occurrence, development or circumstance that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in the Purchase Agreement)Agreement as in effect on April 4, 2014) on the Company. (gi) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on of the Closing DateFacilities, in accordance with the terms of the Purchase Agreement. No provision of the The Purchase Agreement shall not have been waivedamended or waived in any material respect by Borrower or any of its Affiliates, amendednor shall Borrower or any of its Affiliates have given a material consent thereunder, consented to or otherwise modified in a manner that is material and materially adverse to the Lenders (in their capacities capacity as such) without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change to the definition of “Material Adverse Effect” contained in the Purchase Agreement shall be deemed to be materially adverse to the Lenders). (hA) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except or in all respects, if any such Purchase Agreement Representation or Specified Representation is already qualified by materiality); provided that any reference to “Material Adverse Effect” in such Purchase Agreement Representations shall be deemed to refer to “Material Adverse Effect” (as defined in the Purchase Agreement as in effect on April 4, 2014); and (B) the Equity Contribution shall have been consummated and the Borrower shall have received the proceeds from the Equity Contribution. (k) A completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance, to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)required under Section 6.07(c) hereof. Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (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 the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, a Committed Loan Notice in accordance with Guaranty from each Guarantor (subject to the requirements hereoflast paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender requesting a Note; (iii) each Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleSecurity Agreement, duly executed by each Loan Party theretoParty, together 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 in the Borrower and, Interests referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank, (B) copies of proper financing statements, filed or duly prepared for filing under under, the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; , and (C) evidence that all other actions, recordings and filings required by of or with respect to the Security Agreement that the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary or desirable in order to satisfy perfect and protect the Collateral and Guarantee Requirement Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent (it being understood that no insurance certificateincluding, including evidence without limitation, receipt of flood insurance, shall be required to be delivered on or prior to the Closing Dateduly executed payoff letters and UCC-3 termination statements); (iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 and Section 6.16, 4.01) evidence that all actions necessary to cause action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over perfect and protect the Liens securing created under the Obligations) shall have Intellectual Property Security Agreement has been taken; (v) the Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (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, customary certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral 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; (vivii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (viii) an opinion from of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties, addressed to each Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit I; (viiix) a solvency certificate customary certificate, substantially in the form of Exhibit J, from the chief financial officerofficer of Holdings, chief accounting officer or other officer with equivalent duties of the Borrower (certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions) substantially in Transactions and the form attached hereto as Exhibit E-2 (orother transactions contemplated hereby, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)are Solvent; (viiix) (a) the “as reported” and “as is” financial results of the Target as held for sale for the twelve (12) months’ period ended September 30, 2013, consistent with the methodology employed in the reporting of such results as set forth in the Relevant CONSOL File Information for the period ended on June 30, 2013 and received by the Commitment Parties, and a quality of earnings report with respect to the Target for such period, consistent with the quality of earnings report with respect to the Target received by the Commitment Parties for the nine (9) months’ period ended June 30, 2013, and (b) pro forma financial information of the Target for the nine (9) months’ period ended June 30, 2013 and, if the Closing Date occurs after November 30, 2013, for the year ended September 30, 2013, in each case prepared (i) consistent with the Relevant CONSOL File Information referred to in the foregoing clause (a), (ii) after giving effect to the Transactions and (iii) with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extension; (xii) a certificate, dated as of the Closing Date and signed Date, duly executed by of a Responsible Officer of the Borrower, confirming satisfaction of Holdings certifying that the conditions precedent set forth in Sections 4.01(c4.01(d), 4.01(e), 4.01(i) and (g)4.01(j) have been satisfied as of the Closing Date; and (ixxiii) evidence that the Perfection Certificate, duly completed and executed by the Second Lien Loan Parties. (b) The Closing Fees and all fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) Documents shall have been paid from the proceeds executed and delivered by all of the initial funding under Persons stated to be party thereto in their respective forms then most recently delivered to the Facilities. Administrative Agent, and evidence that the “Closing Date” (cas defined in the Second Lien Credit Agreement) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans will occur on the Closing Date. (db) The Lead Arrangers Holdings and the Borrower shall have received the Audited Financial Statements Equity Contribution and Other Equity in the Pro Forma Financial Statementsmanner described in the definition of the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Facilities, Second Lien Loans in an aggregate principal amount of $75,000,000 and Permitted Surviving Debt. (d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Initial Lender, such consent not to be unreasonably withheld or delayed. (e) Between September 30, 2012 and the Closing Date, there shall not have occurred a Closing Material Adverse Effect that would result in a failure of a condition precedent to the Borrower’s obligations under the Acquisition Agreement. (f) The Administrative Agent shall have received received, at least 3 three (3) Business Days prior to the Closing Date Date, all documentation and other information about the Borrower and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been Act, as is reasonably requested in writing by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition All fees and expenses required to be paid on the Closing Date shall have been consummated, or shall be consummated substantially concurrently with paid in full in cash from the proceeds of the initial borrowing funding under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned)Facilities. (h) All actions necessary to establish that the Collateral Agent will have a perfected first priority security interest (subject to liens permitted by Section 7.01) 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 Specified Purchase representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement Representations that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date (except in the case of any 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 respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). (j) The Specified Representations shall be true and correct in all material respects on as of the Closing Date (except in the case of any such representation and warranty which expressly relates to the extent a given date or period, such representations representation and warranties expressly relate to an earlier date, in which case they 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 earlier daterepresentation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality). (k) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other than Pledged Interests, for Liens permitted under Section 7.01. Without limiting the generality of the provisions of Section 9.03(b)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 other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii(x) and any UCC Filing Collateral, to the extent any Lien on search or Collateral (including the creation or perfection of any Collateral security interest) is not or cannot be provided and/or perfected on the Closing Date (other than (i) customary Uniform Commercial Code Lien searches with respect to Holdings, the Borrower and the Subsidiary Guarantors, in each case, in its jurisdiction of organization, (ii) execution and delivery of a customary personal property 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 or the United States Copyright Office and (iv) the pledge and perfection of security interests in the capital stock or other Equity Interests of the Borrower and its Restricted Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate) after Holdings’ and the Borrower’s use of commercially reasonable efforts to do soso without undue burden or expense, then the provision of any such Lien search and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes to the availability of this Section 4.01the Facilities on the Closing Date, but may instead shall be required to be provided and/or perfected within 90 ninety (90) days after the Closing Date in accordance with Section 6.16 (Date, subject to such extensions as are reasonably agreed by the Administrative Collateral Agent in its reasonable discretionpursuant to arrangements to be mutually agreed between the Collateral Agent and the Borrower and (y) to the extent any Guarantee of any Subsidiary Guarantor cannot be provided as a condition precedent to the availability of the Facilities on the Closing Date because the directors or managers of such Subsidiary Guarantor have not authorized such Guarantee and the election of new directors or managers to authorize such Guarantee has not taken place prior to the funding of the Facilities (such Guarantee, a “Duly Authorized Guarantee”), such election shall take place and such Duly Authorized Guarantee shall be provided no later than 5:00 p.m., New York Time, on the Closing Date (it being understood that, notwithstanding the foregoing, the execution of all such Guarantees shall be a condition to the availability of the Facilities on the Closing Date; provided provided, however, that the Administrative Agent release of such executed Guarantees shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject not be a condition to the limitations set forth thereinavailability of the Facilities on the Closing Date).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereof[reserved]; (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) each Collateral Document set forth on Schedule 1.01B in Section 1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) except to the extent delivered to the Term Agent pursuant to the Term Loan Credit Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been takenAgent; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an opinion from Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, special New York counsel to the Loan Parties, substantially in the form of Exhibit N; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)D-2; (viii) a certificatecertified copies of the Acquisition Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) below has been satisfied; (ix) copies of a recent Lien and (g)judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) a Borrowing Base Certificate which calculates the Perfection Certificate, duly completed and executed Borrowing Base as of a date preceding the Closing Date that is specified by the Loan PartiesAdministrative Agent. provided, however, that, each of the requirements set forth in clause (iv) 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 (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its wholly owned Material Domestic Subsidiaries other than any Unrestricted Subsidiaries) shall not constitute conditions precedent to any Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or 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 ninety (90) days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date hereunder and (in the case of expenses) invoiced at least three (3) 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 funding fundings under the Facilities, including fees pursuant to the Fee Letter. (c) The Equity Investment Prior to or substantially 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 as in effect on December 20, 2011 (without giving effect to any amendments, consents or waivers by Holdings that are material and adverse to the Lenders or the Arrangers (as reasonably determined by the Arrangers) without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the interests of the Lenders or the Arrangers, but shall reduce the commitments in respect of the loans under the Term Loan Credit Agreement and the unsecured bridge loans (if any) (or Senior Notes) to be incurred or issued on the Closing Date, ratably and (b) any amendment to the definition of “Material Adverse Change” or “Material Adverse Effect” in such Acquisition Agreement is material and adverse to the interests of the Lenders and the Arrangers) and (ii) the Refinancing shall have been consummated. (d) No Material Adverse Change (as defined in the Acquisition Agreement as in effect on December 20, or 2011) shall be consummated substantially concurrently with the borrowing have occurred which is not capable of the Initial Term Loans on remedy prior to the Closing Date. (de) The Lead Specified Representations shall be true and correct 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 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. (f) The Arrangers shall have received the Audited Company Annual Financial Statements, the Company Quarterly Financial Statements, the Acquired Business Annual Financial Statements and the Acquired Business Unaudited Financial Statements. (g) The Arrangers shall have received the Pro Forma Financial Statements. (eh) The Administrative Agent and each Arranger shall have received at least 3 Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least 15 days prior to the Closing Date by the Administrative Agent or such Arranger that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DatePatriot Act. (fi) Since September 30, 2016, there has been no Material Adverse Effect (as defined The representations and warranties made by the Seller in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with Agreement that are material to the initial borrowing under any Facility on the Closing Date, in accordance with the terms interests of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except correct, but only to the extent that Holdings or the Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)warranties. Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make accept a Credit Extension Term Loan hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counselAgent: (i) a Committed Loan Notice in accordance with the requirements hereof[reserved]; (ii) executed counterparts of this Agreement; (iii) the Security Agreement and each other Collateral Document set forth on Schedule 1.01B required to be executed on the Closing Date as indicated on such scheduleDate, in each case duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper Uniform Commercial Code financing statements, filed or duly prepared statements in appropriate form for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets jurisdiction of Holdings, the Borrower and incorporation or organization of each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; andLoan Party; (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent Agent; (it being understood D) subject to Section 6.16, evidence that no insurance certificate, including evidence (other than title insurance) complying with the requirements of flood insurance, shall be required to be delivered on or prior Section 6.07 has been obtained and is in effect; (E) to the Closing Date);extent required by the Security Agreement, Intellectual Property Security Agreements, duly executed by the appropriate Loan Party, together with evidence that all actions that the Administrative Agent may deem reasonably necessary in order to perfect the Liens created under such Intellectual Property Security Agreements have been taken; and (iv) subject (A) the First Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit J-1 among the Borrower and the Guarantors from time to the last paragraph of this Section 4.01 and Section 6.16time party thereto, all actions necessary to cause the Collateral Agent and the other parties thereto and (B) the ABL Intercreditor Agreement among the Borrower and the Guarantors from time to have a perfected first priority security interest in time party thereto, Citibank, N.A., as ABL Collateral Agent, the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over Agent and the Liens securing the Obligations) shall have been takenother parties thereto; (v) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state (or equivalent public official) of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require (A) 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, (B) certifying copies of resolutions or other actions of the board of directors, board of managers or other applicable governing body of such Loan Party (including shareholder resolutions to the extent necessary under applicable law or any Organization Document) approving the entry into this Agreement and all other agreements in connection with the Transactions or this Agreement, to which such Loan Party is a party, and (C) certifying copies of the Organization Documents of such Loan Party; (vi) an opinion customary legal opinions from Xxxxxxxx & Xxxxx LLP, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties or manager of the Borrower Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)E-2; (viii) a certificate, dated the Closing Date and signed by a Responsible Officer of Holdings and the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c4.01(g) and 4.02; (g)ix) copies of a recent Lien and judgment search (to the extent such search is available in the applicable Loan Party’s jurisdiction in which it is organized and/or its chief executive office is located) in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (ixx) a certificate, dated the Perfection CertificateClosing Date and signed by a Responsible Officer of Holdings and the Borrower, duly completed and executed by confirming the Loan Partiessatisfaction (or waiver) of the conditions set forth in Article IX.A of the Bankruptcy Plan as of the Closing Date, in accordance with the requirements of the Bankruptcy Plan. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers Administrative Agent, the Collateral Agent and their Affiliates Affiliates, if any, required to be paid on the Closing Date and (in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiespaid. (c) The Equity Investment Administrative Agent shall have received reasonably satisfactory evidence that prior to or substantially simultaneously with the initial Credit Extensions the Refinancing has been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Dateconsummated. (d) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements[Reserved]. (e) The Administrative Agent shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 ten (10) Business Days prior to the Closing Date. (f) Since September 30, 2016the most recently publicly filed Audited Financial Statements or Unaudited Financial Statements filed on Parent’s Form 10-K or Form 10-Q, there has been no event or circumstance, either individually or in the aggregate, that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition Bankruptcy Plan shall not have been amended, modified or supplemented after January 22, 2019 in any manner and no condition to the effectiveness thereof shall have been consummatedwaived that, individually or in the aggregate, would reasonably be expected to adversely affect the interests of the Lenders (taken as a whole and in their capacities as such) in any material respect. (h) The Confirmation Order shall be in form and substance materially consistent with the Bankruptcy Plan and otherwise reasonably satisfactory to the Required Consenting Senior Creditors and shall have been entered confirming the Bankruptcy Plan. (i) Each of the Approval Order and the Confirmation Order shall be in full force and effect and not have been stayed, reversed, or vacated, amended, supplemented, or modified except that such applicable order may be further amended, supplemented or otherwise modified in any manner that would not reasonably be expected to adversely affect the interests of the Lenders (taken as a whole and in their capacities as such) in any material respect and shall not be subject to any pending appeals, except for any of the following, which shall be consummated substantially concurrently with permissible appeals the initial borrowing under any Facility on pendency of which shall not prevent the occurrence of the Closing Date: (i) any appeal with respect to or relating to the distributions (or the allocation of such distributions) between and among creditors under the Bankruptcy Plan, or (ii) any other appeal, the result of which would not have a materially adverse effect on the rights and interests of the Administrative Agent and the Lenders (taken as a whole and in their capacities as such). (j) The Confirmation Order shall authorize the iHeart Debtors and the Loan Parties to execute, deliver and perform all of their obligations under all Loan Documents and shall contain no term or provision that contradicts such authorization. (k) The iHeart Debtors shall be and shall have been in compliance with the Confirmation Order in all material respects. (l) The Bankruptcy Plan shall have become effective in accordance with its terms and all conditions to the effectiveness of the Bankruptcy Plan shall have been satisfied or waived (in accordance with the terms of the Purchase Agreement. No provision Bankruptcy Plan) without giving effect to any waiver that would reasonably be expected to adversely affect the interests of the Purchase Agreement shall have been waived, amended, Lenders in any material respect unless consented to or otherwise modified in a manner that is material and adverse to by the Lenders (in their capacities as such) without the such consent of the Lead Arrangers (not to be unreasonably withheld, delayed conditioned or conditioneddelayed). (h) The Specified Purchase Agreement Representations , and all transactions contemplated therein or in the Specified Representations shall be true and correct in all material respects Confirmation Order to occur on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality effective date of the provisions of Section 9.03(b), for purposes of determining compliance Bankruptcy Plan shall have been (or concurrently with the conditions specified in this Section 4.01Closing Date, 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iiibe) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date substantially consummated in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent terms thereof and in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)compliance with applicable laws.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies facsimiles or other facsimiles electronic copies (in each case 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 and its legal counsel: (i) a Committed Loan Notice in accordance with the requirements hereofexecuted counterparts of this Agreement and each Guaranty; (ii) a Note executed counterparts by the Borrower in favor of this Agreementeach Lender that has requested a Note; (iii) each Collateral Document set forth on Schedule 1.01B 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and and, subject to Section 6.11(c), instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxxxx & Xxxxx Xxxxxxx Xxxx LLP, special New York counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as of Exhibit E-2 (orH-1 and an opinion from Xxxxxxx, at Xxxxxx & Xxxx, P.C. substantially in the sole option and discretion form of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)Exhibit H-2; (viiivi) a certificate, dated the Closing Date and certificate signed by a Responsible Officer of the BorrowerBorrower certifying that since December 31, confirming satisfaction 2014, there has not been a Material Adverse Effect; (vii) a certificate attesting to the Solvency of the conditions set forth Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in Sections 4.01(ceffect; (ix) and (g)a completed Perfection Certificate dated the Closing Date, together will all attachments contemplated thereby; and (ixx) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of the initial funding under the Facilitiesin full in cash. (c) The Equity Investment [Reserved]. (d) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have been consummated, received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes. (e) Prior to or shall be consummated substantially concurrently with the borrowing initial funding of the Initial Term Loans on the Closing Date. , (di) The Lead Arrangers all commitments under the Existing Credit Agreement shall have received been terminated, (ii) all loans, interest and other amounts accrued or owing thereunder shall have been repaid in full (except that the Audited Financial Statements Existing Letters of Credit shall remain outstanding) and (iii) all guarantees and Liens granted in respect thereof shall have been released and the Pro Forma Financial Statements. (e) terms and conditions of any such release shall be satisfactory to the Administrative Agent. The Administrative Agent shall have received at least 3 Business Days a payoff and release letter with respect to the Existing Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent. Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Borrower shall have taken all necessary actions such that, after giving effect to the Transaction, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the Senior Unsecured Notes and (C) Indebtedness permitted by Section 7.03. (f) The Arrangers shall have received on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five Business Days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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 theretoAct. Notwithstanding anything herein in this Agreement, the other Loan Documents or any other letter agreement or other undertaking concerning the Transaction or any other transactions contemplated hereby to the contrary, it is understood that other than with respect to (a) any Collateral in which a security interest can be perfected by filing a UCC financing statement and (b) the execution and delivery of those certain Collateral Documents pledges of and security interests in Equity Interests required to be delivered on the Closing Date pledged pursuant to Section 4.01(a)(iiiclause (c) of the definition of “Collateral and any UCC Filing CollateralGuarantee Requirement”, to the extent any Lien on security interest in any Collateral is not provided and/or granted or perfected under the Collateral Documents on the Closing Date after the Borrower’s use of Borrower and the Guarantors have used commercially reasonable efforts to do sogrant or perfect such security interest in such Collateral, the provision and/or grant or perfection of a Lien on such security interest in such Collateral shall not constitute a condition precedent for purposes to the availability of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after Loans and Letters of Credit on the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)Date.

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent:Agent (including pursuant to Section 6.13): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) executed counterparts of the Restatement Agreement appropriately completed and executed by Lenders under the Existing Credit Agreement constituting the Required Lenders, subject to the provisions of Section 10.01 of the Existing Credit Agreement and each Lender with a Committed Loan Notice in accordance with Revolving Credit Commitment on the requirements hereofClosing Date; (ii) executed counterparts of this the Additional Term B-1 Joinder Agreement; (iii) executed counterparts of the Guaranty; (iv) a Note executed by the Borrower in favor of each Collateral Document set forth on Schedule 1.01B required to be executed on Lender that has requested a Note at least two Business Days in advance of the Closing Date as indicated on such schedule, duly Date; (v) executed by each Loan Party thereto, counterparts of the Security Agreement together with (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Subsidiary Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), pledged thereunder accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (vb) 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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vic) an opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit H-1, an opinion from Xxxx Xxxxx LLP& Xxxx PLC, special counsel to the Loan Parties; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as of Exhibit E-2 (orH-2, at the sole option and discretion of the Borroweran opinion from Xxxxxxxx, a third-party opinion as Xxxxxx & Finger LLP, Delaware UCC counsel to the solvency Loan Parties substantially in the form of Exhibit H-3; (d) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on a consolidated basis issued by a nationally recognized firm); (viii) a certificate, dated the Closing Date and signed by a Responsible after giving effect to the Transaction, from the Chief Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g); and; (ixe) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties.; (bf) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from the proceeds of in full in cash; (g) Prior to or substantially simultaneously with the initial funding under Credit Extensions, the Facilities. (c) The Equity Investment shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers Borrower shall have received the Audited Financial Statements and gross proceeds from the Pro Forma Financial Statements.issuance of the Senior Notes; (eh) The Administrative Agent shall have received at least 3 Business Days reasonably satisfactory evidence that, substantially concurrently with the initial extensions of credit under this Agreement, either (x) the covenants set forth in the indenture governing the Senior Subordinated Notes have been amended to permit the Transaction or (y) the indenture governing the Senior Subordinated Notes shall be satisfied and discharged; (i) The Arrangers shall have received on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five Business Days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested Act; (j) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each of the Loan Parties relating thereto); (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.07(c), each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Administrative Agent Agent, on behalf of the Secured Parties, as additional insured, in writing at least 10 Business Days prior form and substance satisfactory to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)Administrative Agent. Without limiting the generality of the provisions of Section 9.03(b)9.04, 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a its initial Credit Extension hereunder on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 10.01 and the paragraph immediately succeeding Section 4.01(h)) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies originals, facsimiles or other facsimiles electronic copies (in each case, followed promptly by originalsoriginals if requested) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counseleach of the Lenders: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; , the ABL Intercreditor Agreement, the Guaranty, the Security Agreement (iii) and intellectual property security agreements required thereunder), and each Collateral Document set forth on Schedule 1.01B required of the other Loan Documents to be executed entered into on the Closing Date as indicated on and prior to any such scheduleinitial Credit Extension, duly executed by each Loan Party theretoin any case, subject to the provisions of this Section 4.01 and together with (subject to except as provided in the last paragraph Collateral Documents and/or the provisions of this Section 4.01): (A) subject to the ABL Intercreditor Agreement, certificates, if any, representing the Pledged Equity in the Borrower and, pledged equity referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and (if applicable) instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed pledged debt referred to therein endorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreementblank; and (CB) evidence that all other actions, recordings and filings required by (UCC financing statements (excluding for the Collateral Documents as avoidance of doubt, local fixture filings in respect of the Closing Date or Billboard Collateral) and intellectual property security agreements) that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for for; (ii) a Note executed by the Borrowers in favor of each Lender that has requested a manner reasonably satisfactory to the Administrative Agent Note at least five (it being understood that no insurance certificate, including evidence 5) Business Days in advance of flood insurance, shall be required to be delivered on or prior to the Closing Date); (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (viii) such certificates (including a certificate substantially in the form of good standing (to the extent such concept exists) from the applicable secretary Exhibit L), copies of state Organization Documents of the state of organization of each Loan PartyParties, certificates of resolutions or other action, action and incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require Party, 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 (a) Xxxxxxxx & Xxxxx LLP, in its capacity as special New York and Illinois counsel to the Loan Parties, and (b) Holland & Knight, in its capacity as special Florida counsel to the Loan Parties, in each case addressed to the Administrative Agent, the Collateral Agent and each Lender; (viiv) a solvency certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the Parent Borrower’s chief financial officer, chief accounting officer or other officer with equivalent duties duties; (vi) a Committed Loan Notice or Letter of the Borrower Credit Application (after giving effect if any), as applicable, relating to the Transactionsinitial Credit Extension and an associated letter of direction; (vii) substantially copies of recent customary state level UCC lien, tax and judgment searches prior to the Closing Date with respect to the Loan Parties located in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)United States; (viii) a certificateif available in the relevant jurisdiction, dated the Closing Date good standing certificates or certificates of status, as applicable and signed by a Responsible Officer of the Borrowerbring down telegrams or facsimiles, confirming satisfaction of the conditions set forth in Sections 4.01(c) and (g)for each Loan Party; and (ix) an initial Borrowing Base Certificate dated as of the Perfection Certificate, duly completed and executed by the Loan PartiesClosing Date. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid on the Closing Date and (hereunder or pursuant to any agreement in writing entered into by the case of Parent Borrower, as applicable, to the extent, with respect to expenses) , invoiced at least three (3) 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 will be paid on the proceeds Closing Date out of the initial funding under the FacilitiesCredit Extension of Loans. (c) The Equity Investment Prior to or substantially simultaneously with such initial Credit Extension of Loans, the Refinancing shall have been consummated, or shall be consummated substantially concurrently with the borrowing of the Initial Term Loans on the Closing Date. (d) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the Pro Forma Unaudited Financial Statements. (e) The Administrative Agent and the Lenders shall have received at least 3 three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Guarantors Closing Date by the Administrative Agent or such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (f) Since September 30December 31, 20162018, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms Each of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified conditions set forth in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned)Section 4.02 are satisfied. (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrarya certificate, it is understood that other than with respect to the execution and delivery dated as of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Date, of a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in Section 4.01(a)(iii4.01(f) and any UCC Filing Collateral, (g) and Section 4.02. The making of the initial Credit Extensions by the applicable Lenders hereunder shall conclusively be deemed to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed an acknowledgement by the Administrative Agent and each such Lender that each of the conditions precedent set forth in its reasonable discretion); provided that the Administrative Agent this Section 4.01 shall have received certificates of all Pledged Equity, if any, referred to been satisfied in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein)accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, except as otherwise agreed between the Parent Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other 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 and its legal counsel: (i) a Committed Loan Notice in accordance with executed counterparts of this Agreement and the requirements hereofGuaranty; (ii) a Note executed counterparts by the applicable Borrower in favor of this Agreementeach Lender that has requested a Note from such Borrower at least two Business Days in advance of the Closing Date; (iii) each Collateral Document set forth on Schedule 1.01B 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 (subject to the last paragraph of this Section 4.01):with: (A) certificates, if any, representing the Pledged Equity in the Borrower and, to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), Guarantors referred to therein accompanied by undated stock or membership interest powers executed in blank and instruments evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counselif applicable); (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement[Reserved]; and (C) evidence that all other actionsfilings under the Uniform Commercial Code or the Personal Property Security Act, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement applicable, shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, shall be required to be delivered on or prior to the Closing Date)Agent; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (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 action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (viv) an opinion from Xxxxxxxx Ropes & Xxxxx Xxxx LLP, special counsel to the Loan PartiesParties substantially in the form of Exhibit H-1 and an opinion from Canadian counsel to the Loan Parties substantially in the form of Exhibit H-2; (vi) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Parent Borrower; (vii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm)[Reserved]; (viii) a certificatecertified copies of the Arrangement Agreement and schedules thereto, dated duly executed by the Closing Date parties thereto, together with all material agreements, instruments and signed other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower, confirming satisfaction Parent Borrower that such documents are in full force and effect as of the conditions set forth Closing Date and that the condition specified in Sections 4.01(cclause (c) and (g)below has been satisfied; and (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Perfection Certificate, duly completed and executed by Administrative Agent with respect to the Loan Parties. (b) The Closing Fees and all All fees and expenses due to the Lead Arrangers and their Affiliates required to be paid hereunder and invoiced on the Closing Date and (in the case of expenses) invoiced at least three Business Days or before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid from been, or concurrently with the proceeds closing of the initial funding under the FacilitiesTransaction shall be, paid in full in cash. (c) The Prior to or substantially simultaneously with the initial Credit Extension on the Closing Date, the Equity Investment Contribution shall have been consummated; to the extent the Equity Contribution involves Equity Interests other than common Equity Interests, or shall be consummated substantially concurrently with the borrowing terms and conditions thereof, and the documentation of such terms and conditions, shall, to the extent material to the interests of the Initial Term Loans on Lenders, be reasonably satisfactory to the Closing DateArrangers. (d) Immediately following the initial Credit Extension on the Closing Date, the Acquisition shall be consummated in all material respects in accordance with the terms of the Arrangement Agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the Lenders without the consent of the Arrangers, such consent not to be unreasonably withheld or delayed). (e) Prior to or substantially simultaneously with the initial Credit Extensions on the Closing Date, the Parent Borrower shall have received at least (i) $235,000,000 in gross cash proceeds from the issuance of the Senior Unsecured Notes and borrowings under the Senior Unsecured Interim Loan Facility and (ii) $225,000,000 in gross cash proceeds from the issuance of the Senior Secured Notes and borrowings under the Senior Secured Interim Loan Facility (f) After giving effect to consummation of the Transaction on the Closing Date, (i) Holdings, the Parent Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) borrowings under the Senior Unsecured Interim Loan Facilities and the Senior Notes, (C) Indebtedness permitted by Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) and (y) and (D) the preferred Equity Interests described in subclause (ii) of this clause (f) and (ii) the Parent Borrower 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 common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders. (g) The Lead Arrangers shall have received (i) the Audited Annual Financial Statements and (ii) the Quarterly Financial Statements. (h) The Arrangers shall have received the Pro Forma Financial Statements. (ei) The Administrative Agent Arrangers shall have received at least 3 Business Days on or prior to the Closing Date all documentation and other information about reasonably requested in writing by them at least five business days prior to the Borrower Closing Date in order to allow the Arrangers and the Guarantors required under Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing DateAct. (fj) Since September 30December 3, 20162007, there has shall not have been no any Material Adverse Effect (as defined in the Purchase Agreement)Effect. (g) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).

Conditions to Initial Credit Extension. The obligation of each Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals original, pdf or pdf facsimile copies or delivered by other facsimiles electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each Party, and in customary form and substance reasonably satisfactory to and consistent with the Administrative Agent and its legal counselprovisions of the Commitment Letter: (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this AgreementAgreement executed by Holdings, the Borrower and each of the Subsidiary Guarantors; (iii) each Collateral Document and each other document set forth on in Schedule 1.01B 1.01C required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with (subject to the last paragraph of this Section 4.01):with: (A) if required pursuant to the terms of the relevant Collateral Document, certificates, if any, representing the Pledged Equity in the Borrower and, referred to the extent received from the Company after the Borrower’s use of commercially reasonable efforts to obtain such Pledged Equity, in each wholly owned Domestic Subsidiary of the Borrower (other than those described under clause (b) of the definition of “Excluded Subsidiary”), therein accompanied by undated stock or membership interest powers executed in blank and instruments instruments, if any, evidencing the Pledged Debt (including the Intercompany Note) indorsed in blank (or confirmation in lieu thereof reasonably satisfactory to the Administrative Agent or its counsel that such certificates, powers and instruments have been sent for overnight delivery to the Collateral Agent or its counsel);blank; and (B) copies of proper financing statements, filed statements (Form UCC-1 or duly prepared the equivalent) for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent UCC or other appropriate filing offices of each jurisdiction as may deem reasonably be necessary in order to perfect and protect the Liens security interests purported to be created under by the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the foregoing U.S. Security Agreement, covering the Collateral described in the Security Agreement; and (C) evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date or that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that no insurance certificate, including evidence of flood insurance, Loan Party shall be required to be delivered on or prior make any such filings with respect to IP Rights arising under the Closing Date)laws of jurisdictions outside of the United States; (iv) subject to the last paragraph of this Section 4.01 and Section 6.16, all actions necessary to cause the Collateral Agent to have a perfected first priority security interest in the Collateral (subject to Liens permitted under Section 7.01 which by operation of law or contract would have priority over the Liens securing the Obligations) shall have been taken; (v) such certificates of good standing (to the extent such concept existsexists in the relevant jurisdiction and only to the extent it is customary for such certificates to be delivered in similar transactions 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, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (v) in the case of any Loan Party incorporated in Luxembourg (i) an electronically delivered extract from the Luxembourg Register of Commerce and Companies dated not earlier than one Business Day before the Closing Date; (ii) a copy of the up-to-date articles of association of such Loan Party; and (iii) a copy of a certificate of non-registration of judicial decisions (certificate de non inscription d’une décision judiciaire), issued by the Luxembourg Register of Commerce and Companies with regard to such Loan Party dated not earlier than one Business Day before the Closing Date; (vi) an opinion opinions from Xxxxxxxx & Xxxxx (A) Xxxxxxxxx Xxxxxxx, LLP, special New York counsel to the Loan Parties, (B) Xxxxxx and Calder (Luxembourg), Luxembourg counsel to the Loan Parties, as to issues of capacity and (C) NautaDutilh Avocats Luxembourg S.à x.x., Luxembourg counsel to the Lenders as to issues of legality, validity and enforceability of any Loan Document governed by Luxembourg law and enforceability of any other Loan Document in Luxembourg; (vii) 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 E-2 (or, at the sole option and discretion of the Borrower, a third-party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm);D-2; and (viii) a certificate, dated certificate stating that the Closing Date Representations are true and signed correct in all material respects on and as of the Closing Date, in each case except to the extent qualified by materiality, material adverse effect or similar qualification, in which case such representation shall be true and correct; provided that each of the requirements set forth in clause (iii) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except (x) the Luxembourg Security Documents and (y) to the extent that a Responsible Officer Lien on such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates or other certificates, if any, of the Equity Interests of the Borrower and the Guarantors to the extent (i) possession of such stock certificates or other certificates perfects a security interest therein and (ii) other than in the case of stock certificates or other equity certificates representing Equity Interests of the Borrower, confirming satisfaction such stock certificates or other certificates are available to be so delivered after the Borrower’s use of commercially reasonable efforts to receive such documents and instruments) shall not constitute conditions precedent to any Credit Extension on the conditions set forth in Sections 4.01(c) Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or 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 (g); and (ix) the Perfection Certificate, duly completed and executed subject to extensions approved by the Loan PartiesAdministrative Agent in its reasonable discretion). (b) The Closing Fees and all fees and expenses due Prior to or substantially concurrently with the Lead Arrangers and their Affiliates required to be paid initial Borrowing on the Closing Date and Date, the Contribution Amount (as defined in the case of expenses) invoiced at least three Business Days before the Closing Date (except as otherwise reasonably agreed by the BorrowerCommitment Letter) shall have been paid from contributed to the proceeds of Borrower as common equity or shall be contributed to the initial funding under the FacilitiesBorrower. (c) As of the Closing Date, the aggregate amount of (i) existing cash and cash equivalents on hand of EverArc, plus (ii) the gross proceeds of any issuance of privately placed common stock of Parent, plus (iii) the aggregate initial face amount of the Parent Preferred Equity (which shall not exceed $100,000,000 in initial face amount) received by SK Capital Partners or its affiliates in connection with the Share Purchase (as defined in the Commitment Letter), shall not be less than $1,400,000,000. (d) The Equity Investment Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under this Agreement, shall be consummated substantially concurrently consummated, in all material respects in accordance with the borrowing terms of the Initial Term Loans on Acquisition Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by EverArc (or its affiliates) thereto, other than those modifications, amendments, consents, waivers or requests that are materially adverse to the Revolving Credit Lenders and the Arrangers in their capacities as such, unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any reduction in the consideration payable pursuant to the Acquisition Agreement shall not be deemed to be materially adverse to the interests of the Revolving Credit Lenders or Arrangers so long as (i) such reduction is less than 10.0% of the total amount thereof or (ii) to the extent such reduction is greater than 10.0%, the portion of such reduction in excess of 10% shall be applied to reduce the 2029 Notes, (b) any increase in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Revolving Credit Lenders or the Arrangers so long as such increase is funded by an increase in the Business Combination Amount (as defined in the Commitment Letter) and (c) any amendment to the definition of “Company Material Adverse Effect” in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Revolving Credit Lenders or the Arrangers). (e) Since the date of the Acquisition Agreement, there shall not have occurred any Company Material Adverse Effect (as defined in the Acquisition Agreement as of the date thereof). (f) The Administrative Agent shall have received (i) the Annual Financial Statements and (ii) the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of the Borrower and its consolidated Subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Borrower and its consolidated subsidiaries ended after December 31, 2020 and ended at least 45 days before the Closing Date. (dg) The Lead Arrangers shall have received the Audited Financial Statements and the Pro Forma Financial Statements. (ei) The Administrative Agent and the Arrangers shall have received at least 3 Business Days prior to three business days before the Closing Date all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Arrangers in writing at least 10 business days prior to the Closing Date and that the Administrative Agent and the Arrangers reasonably determine is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act that has been requested by and (ii) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent in writing and each Revolving Credit Lender that requests a Beneficial Owner Certification will have received, at least 10 three business days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower. (i) All fees and expenses earned, due and payable to the Commitment Parties and the Lenders on the Closing Date shall have been paid (or shall be paid substantially contemporaneously with the initial fundings under the Revolving Credit Facility) from the proceeds of the initial fundings under the Revolving Credit Facility, including fees pursuant to the Commitment Letter and the Fee Letter, to the extent, in the case of reimbursement of expenses, invoiced to the Borrower at least three Business Days prior to the Closing Date. (f) Since September 30, 2016, there has been no Material Adverse Effect (as defined in the Purchase Agreement). (gj) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility on the Closing Date, in accordance with the terms of the Purchase Agreement. No provision of the Purchase Agreement shall have been waived, amended, consented to or otherwise modified in a manner that is material and adverse to the Lenders (in their capacities as such) without the consent of the Lead Arrangers (not to be unreasonably withheld, delayed or conditioned). (h) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on and as of the Closing Date (Date, in each case except to the extent such representations and warranties expressly relate to an earlier datequalified by materiality, material adverse effect or similar qualification, in which case they such representation shall be true and correct. (k) The representations and warranties made by, or with respect to, Holdings and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that EverArc (or its affiliates) has the right to terminate its (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement (such representations and warranties, the “Specified Acquisition Agreement Representations”) shall be true and correct in all material respects on and as of the Closing Date, in each case except to the extent qualified by materiality, material adverse effect or similar qualification, in which case such earlier daterepresentation shall be true and correct. (l) Substantially simultaneously with the initial borrowing under this Agreement and the consummation of the Acquisition, any third party indebtedness of the Borrower and its Subsidiaries will be repaid, and all guarantees and security interests released, to the extent necessary such that there will be no material third party indebtedness, guarantees or security interests on the assets of the Borrower and its Subsidiaries (excluding existing capital leases and letters of credit and any indebtedness of the Borrower and its Subsidiaries permitted to be incurred or remain outstanding under the Acquisition Agreement after the Closing Date and Indebtedness otherwise permitted to remain outstanding hereunder) (the “Closing Date Refinancing”). Without limiting the generality of the provisions of Section 9.03(b), 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. Notwithstanding anything herein to the contrary, it is understood that other than with respect to the execution and delivery of those certain Collateral Documents required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) and any UCC Filing Collateral, to the extent any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be provided and/or perfected within 90 days after the Closing Date in accordance with Section 6.16 (subject to extensions as agreed by the Administrative Agent in its reasonable discretion); provided that the Administrative Agent shall have received certificates of all Pledged Equity, if any, referred to in Section 4.01(a)(iii)(A) (subject to the limitations set forth therein).