Common use of Conditions to Initial Credit Extension Clause in Contracts

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the each applicable Collateral AgreementDocument and the Perfection Certificate, (ii) from the BorrowersInitial Borrower, a Note executed by the Borrowers Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan PartyParty (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Pledge and Security AgreementCollateral Documents, (v) delivery of stock certificates for certificated Equity Interests that constitutes constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary; provided that, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and Collateral may not be perfected by (ivA) the good standing filing of a UCC financing statement or Personal Property Security Act financing statement or (or subsistence or existenceB) taking delivery and possession of each such Loan Party from a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the Secretary case of State (or similar official) Equity Interests in Subsidiaries of the state or other jurisdiction of Initial Borrower, such Loan Party’s organization (certificates shall be required to be delivered on the Closing Date only to the extent relevant and available delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the jurisdiction Closing Date, then the perfection of organization the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to longer period as the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPmay agree. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to the order of such Lender, duly executed by the applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of ESI substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, ESI and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date as separately agreed to by such parties and a Borrower shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Administrative Agent shall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for 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 (or its counsel) shall have received from the Borrower and each Loan Party Person that is will be a party hereto Guarantor on the Closing Date (i) a counterpart of this Agreement signed on behalf of such partyparty or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received: , on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) from Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties and (ii) Xxxxx Xxxxxx LLP, as special Louisiana counsel to the Loan Parties, executed counterparts of the applicable Collateral Agreementin each case, (iix) from dated the Borrowers, a Note executed by the Borrowers for each Lender that requests such a NoteClosing Date, (iiiy) with respect addressed to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formationAdministrative Agent, the jurisdiction Collateral Agent and the Lenders and (z) in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, form and substance customary for transactions of such Loan Party or for any Loan Party that is a Foreign Subsidiarythis type. The Borrower, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant other Loan Parties and the Administrative Agent hereby instruct such counsel to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankdeliver such legal opinions. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryreceived, assistant secretary or similar officer or authorized representative in the case of each Loan Party that is Party, each of the items referred to in subclauses (i) and (ii) below: (i) a party heretocopy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Loan Party, in each case, certifying certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (ito the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); and (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Loan Party, dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing bodymanaging member or equivalent) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in connection herewith or therewith), full force and effect on the Closing Date, (iiC) the accuracy and completeness of copies of that the certificate or articles of incorporation, association incorporation or organization (or memorandum certificate of association or other equivalent thereof) formation of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (except i) above, (D) as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization , and (E) a certificate of a director or an officer as to the extent relevant incumbency and available in specimen signature of the jurisdiction of organization of such Loan Party)Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Borrowers Administrative Agent (or its counsel) shall have paid received executed copies of (i) the RBL Intercreditor Agreement, executed by HSBC Bank USA, National Association, as collateral agent for the RBL Facility, Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent for the Term Loan C Facility, the Collateral Agent, Borrower and the Guarantors and (ii) the Junior Lien Intercreditor Agreement, executed by Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent for the Term Loan C Facility, the Collateral Agent, Borrower and the Guarantors. (i) The Administrative Agent (or caused its counsel) shall have received copies of each Collateral Document that is required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date subject to the last paragraph of this Section 4 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Collateral Document and perfect such Liens to the extent required by, and with the priority required by, such Collateral Document shall have been paid delivered to the Collateral Agent for filing, registration or recording, and (B) subject to the last paragraph hereof, to satisfy the Collateral and Guarantee Requirement, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent to the extent required to be satisfied on the Closing Date; (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Loan Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all reasonable out-of-pocket costs and expenses of certificates, if any, representing such securities pledged under the Administrative Agent required in connection with this Security Agreement, including expenses associated with the arrangement, negotiation and preparation accompanied by instruments of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPtransfer and/or undated powers endorsed in blank. (eiii) The Administrative Agent shall have received customary UCC lien searches with respect to the executed legal opinions Borrower and the Guarantors in their applicable jurisdictions of organization. (f) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Purchase and Sale Agreement. The Purchase and Sale Agreement shall not have been amended or waived in any material respect by the Borrower and the Borrower shall not have granted any material consent under the Purchase and Sale Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (not to be unreasonably withheld or delayed). (g) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date and the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying as to the satisfaction of such condition. (h) Equity Investments in an aggregate amount not less than the Minimum Equity Amount shall have been made or shall be made substantially concurrently with the initial Borrowing under this Agreement. (i) Xxxx Xxxxxxx P.C.The Lead Arrangers shall have received, counsel to ESI andand hereby confirm that they have received, the Historical Financial Information. (j) The Administrative Agent shall have received a pro forma capitalization table of the Borrower and its Subsidiaries after giving effect to the limited extent New York law is applicableTransactions and prepared based solely on the information delivered pursuant to Section 6.01(i). (k) On the Closing Date, the other Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit E-2 hereto and signed by a Financial Officer of the Borrower. (l) The Administrative Agent shall have received evidence that the Borrower shall have made commercially reasonable efforts to (i) obtain and effect all insurance required to be maintained pursuant to the Loan Parties party hereto, as customary for transactions of this type, Documents and (ii) local counsel to have the Administrative Agent has been named as loss payee and/or additional insured under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named. (m) All (i) Closing Fees and (ii) all fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (or such shorter period as may be reasonably agreed by the Borrower) shall have been paid in full in cash (including from the proceeds of the initial funding under the RBL Facility) or netted from the proceeds of the initial fundings hereunder, the RBL Facility or the Term Loan C Facility. (n) The Administrative Agent (or its counsel) shall have received at least three (3) Business Days prior to the Loan Parties party heretoClosing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, as customary for transactions including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date. Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than any a lien on Collateral that may be perfected solely (A) by the filing of a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower’s wholly owned Domestic Subsidiaries that are Material Subsidiaries) is not or cannot be provided and/or perfected on the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute conditions precedent to the initial Borrowing under this typeAgreement, but shall be required to be delivered, provided, and/or perfected within the later of (x) (i) in the case of Mortgages required to be delivered pursuant to the Collateral Coverage Minimum to the extent a Collateral Coverage Springing Event shall have occurred or to the extent constituting Collateral under the RBL Credit Agreement, by the dates provided in the definition of “Collateral Coverage Minimum” or in accordance with the period set forth in the RBL Credit Agreement and (ii) in the case of all other Collateral not otherwise described in the preceding clause (i), 90 days following the Closing Date and (y) the time periods specified on Schedule 6.16.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for 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 (or its counsel) shall have received from the Borrower and each Loan Party Person that is will be a party hereto Guarantor on the Closing Date (i) a counterpart of this Agreement signed on behalf of such partyparty or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received: , on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) from Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties and (ii) Xxxxx Xxxxxx LLP, as special Louisiana counsel to the Loan Parties, executed counterparts of the applicable Collateral Agreementin each case, (iix) from dated the Borrowers, a Note executed by the Borrowers for each Lender that requests such a NoteClosing Date, (iiiy) with respect addressed to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formationAdministrative Agent, the jurisdiction Collateral Agent and the Lenders and (z) in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, form and substance customary for transactions of such Loan Party or for any Loan Party that is a Foreign Subsidiarythis type. The Borrower, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant other Loan Parties and the Administrative Agent hereby instruct such counsel to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankdeliver such legal opinions. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryreceived, assistant secretary or similar officer or authorized representative in the case of each Loan Party that is Party, each of the items referred to in subclauses (i) and (ii) below: (i) a party heretocopy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Loan Party, in each case, certifying certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (ito the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); and (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Loan Party, dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing bodymanaging member or equivalent) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in connection herewith or therewith), full force and effect on the Closing Date, (iiC) the accuracy and completeness of copies of that the certificate or articles of incorporation, association incorporation or organization (or memorandum certificate of association or other equivalent thereof) formation of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (except i) above, (D) as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization , and (E) a certificate of a director or an officer as to the extent relevant incumbency and available in specimen signature of the jurisdiction of organization of such Loan Party)Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Borrowers Administrative Agent (or its counsel) shall have paid received executed copies of (i) the RBL Intercreditor Agreement, executed by HSBC Bank USA, National Association, as collateral agent for the RBL Facility, Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent for the Term Loan B Facility, the Collateral Agent, Borrower and the Guarantors and (ii) the Term Loan Intercreditor Agreement, executed by Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent for the Term Loan B Facility, the Collateral Agent, Borrower and the Guarantors. (i) The Administrative Agent (or caused its counsel) shall have received copies of each Collateral Document that is required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date subject to the last paragraph of this Section 4 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Collateral Document and perfect such Liens to the extent required by, and with the priority required by, such Collateral Document shall have been paid delivered to the Collateral Agent for filing, registration or recording, and (B) subject to the last paragraph hereof, to satisfy the Collateral and Guarantee Requirement, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent to the extent required to be satisfied on the Closing Date; (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Loan Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all reasonable out-of-pocket costs and expenses of certificates, if any, representing such securities pledged under the Administrative Agent required in connection with this Security Agreement, including expenses associated with the arrangement, negotiation and preparation accompanied by instruments of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPtransfer and/or undated powers endorsed in blank. (eiii) The Administrative Agent shall have received customary UCC lien searches with respect to the executed legal opinions Borrower and the Guarantors in their applicable jurisdictions of organization. (f) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Purchase and Sale Agreement. The Purchase and Sale Agreement shall not have been amended or waived in any material respect by the Borrower and the Borrower shall not have granted any material consent under the Purchase and Sale Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (not to be unreasonably withheld or delayed). (g) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date and the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying as to the satisfaction of such condition. (h) Equity Investments in an aggregate amount not less than the Minimum Equity Amount shall have been made or shall be made substantially concurrently with the initial Borrowing under this Agreement. (i) Xxxx Xxxxxxx P.C.The Lead Arrangers shall have received, counsel to ESI andand hereby confirm that they have received, the Historical Financial Information. (j) The Administrative Agent shall have received a pro forma capitalization table of the Borrower and its Subsidiaries after giving effect to the limited extent New York law is applicableTransactions and prepared based solely on the information delivered pursuant to Section 6.01(i). (k) On the Closing Date, the other Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit E-2 hereto and signed by a Financial Officer of the Borrower. (l) The Administrative Agent shall have received evidence that the Borrower shall have made commercially reasonable efforts to (i) obtain and effect all insurance required to be maintained pursuant to the Loan Parties party hereto, as customary for transactions of this type, Documents and (ii) local counsel to have the Administrative Agent has been named as loss payee and/or additional insured under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named. (m) All (i) Closing Fees and (ii) all fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (or such shorter period as may be reasonably agreed by the Borrower) shall have been paid in full in cash (including from the proceeds of the initial funding under the RBL Facility) or netted from the proceeds of the initial fundings hereunder, the RBL Facility or the Term Loan B Facility. (n) The Administrative Agent (or its counsel) shall have received at least three (3) Business Days prior to the Loan Parties party heretoClosing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, as customary for transactions including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date. Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than any a lien on Collateral that may be perfected solely (A) by the filing of a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower’s wholly owned Domestic Subsidiaries that are Material Subsidiaries) is not or cannot be provided and/or perfected on the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute conditions precedent to the initial Borrowing under this typeAgreement, but shall be required to be delivered, provided, and/or perfected within the later of (x) (i) in the case of Mortgages required to be delivered pursuant to the Collateral Coverage Minimum to the extent a Collateral Coverage Springing Event shall have occurred or to the extent constituting Collateral under the RBL Credit Agreement, by the dates provided in the definition of “Collateral Coverage Minimum” or in accordance with the period set forth in the RBL Credit Agreement and (ii) in the case of all other Collateral not otherwise described in the preceding clause (i), 90 days following the Closing Date and (y) the time periods specified on Schedule 6.16.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section 4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant Agreement, duly executed by each Loan Party, together with (subject to the Pledge last paragraph of this Section 4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement, Agreement has been taken; (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralthe Intercreditor Agreement, together with appropriate instruments of transfer endorsed in blankduly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement (and 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; (vii) 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 of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 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; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other documents executed transactions contemplated hereby, are Solvent; (x) (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 connection herewith or therewiththe 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 accuracy Transactions and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01(e), 4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; and (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of organization the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of such Loan Party)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 Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required in connection Facilities, without giving effect to any amendments thereto, waivers thereof or consents with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, respect thereto that are materially adverse to the limited extent New York law is applicableLenders in their capacity as Lenders, without the other Loan Parties party heretoconsent of each Initial Lender, as customary for transactions of this type, and (ii) local counsel such consent not to the Loan Parties party hereto, as customary for transactions of this typebe unreasonably withheld or delayed.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the each applicable Collateral AgreementDocument and the Perfection Certificate, (ii) from the BorrowersInitial Borrower, a Note executed by the Borrowers Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan PartyParty (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Pledge and Security AgreementCollateral Documents, (v) delivery of stock certificates for certificated Equity Interests that constitutes constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws by‑laws or operating, management, partnership partnership, shareholders or similar agreement of each |US-DOCS\126402975.16140630557.8|| such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPLLP and other local counsel to the Secured Parties. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI the Initial Borrower and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Term SOFR Loans or Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of 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) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower. (k) The Administrative Agent shall have received the Audited Financial Statements of APi, the Audited Financial Statements of Holdings, the Unaudited Financial Statements of APi, the Unaudited Financial Statements of Holdings and the Pro Forma Financial Statements. |US-DOCS\126402975.16140630557.8|| (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Committed Warrant Exchange and Rollover shall have occurred. The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The APi Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the APi Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the APi Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any change in the price (including any price decrease) of the APi Acquisition of 10% or greater will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers (such consent not to be unreasonably withheld), and any such reduction of price shall be applied to reduce the Initial Term Loan Commitment and the Initial Term Loan borrowed on the Closing Date and (y) any change to the definition of “Material Adverse Effect” (under and as defined in the APi Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders). The Borrower Equity Contribution and the proceeds of the Non-Founder Warrant Exchange, if any, and the Committed Warrant Exchange and Rollover shall be applied to finance the APi Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing and other indebtedness refinancing will be consummated. (o) Since the date of the APi Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the APi Acquisition Agreement. (p) No Event of Default pursuant to Section 9.01(a) or (f) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. For purposes of determining compliance with the conditions specified in this Section 5.01, 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. Any Request for Credit Extension submitted by the Initial Borrower on the Closing Date shall be deemed to be a representation and warranty that the condition specified in Sections 5.01(p) has been satisfied.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to the order of such Lender, duly executed by the applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Eurocurrency Rate Loans (as defined in this Agreement as in effect on the Closing Date) (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of ESI substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, ESI and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date as separately agreed to by such parties and a Borrower shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Administrative Agent shall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx Kxxx Kxxxxxx P.C., counsel to ESI PSP and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to the order of such Lender, duly executed by the applicable Borrower. (g) To the extent requested at least 10 Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of PSP substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, PSP and its Subsidiaries, taken as a whole, are Solvent. (j) The Administrative Agent shall have received confirmation that the conditions set forth in Sections 5.02(a) and (b) have been met. (k) The Administrative Agent shall have received the Audited Financial Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by a Borrower on the Closing Date as separately agreed to by such parties and a Borrower shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Administrative Agent shall have received reasonably satisfactory evidence that, prior to or substantially simultaneously with the initial Credit Extension, the Existing Credit Agreement Refinancing shall have been consummated. (n) Prior to or substantially contemporaneously with the initial Credit Extension, the Arysta Sale shall have been consummated. For purposes of determining compliance with the conditions specified in this Section 5.01, 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section 4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralduly executed by each Loan Party, together with appropriate instruments (subject to the last paragraph of transfer endorsed this Section 4.01) evidence that all action that the Collateral Agent in blankits reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement 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; (vii) 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 (where such concept is applicable) 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 of (i) Fxxxx, Fxxxx, Hxxxxx, Sxxxxxx & Jxxxxxxx LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to each Agent and each Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent; (a) consolidated audited financial statements (consisting of consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity) of the Target as of April 30, 2012 and April 00, 0000, (x) xxxsolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for the six (6) months’ period ended October 31, 2013, (c) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for each fiscal quarter (and the Loan Documents corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or other documents executed at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor after giving effect to the Transactions as if the Transactions had occurred as of such date (in connection herewith the case of such balance sheet) or therewithat the beginning of such period (in the case of the statement of operations), in each case of the foregoing clauses (a), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such dateb), (iiic) incumbency and (d) prepared in accordance with GAAP. (xi) a Committed Loan Notice relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01(e), 4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date; and (xiv) evidence that the ABL Loan Documents shall have been executed and delivered by all of organization the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the ABL Facility) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of such Loan Party)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 Term Facility, Second Lien Loans in an aggregate principal amount of $160,000,000, loans under the ABL Facility, and Permitted Surviving Debt. (d) The Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required Term Facility, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in connection with this Agreementtheir capacity as Lenders, including expenses associated with without the arrangementconsent of each Initial Lender, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPsuch consent not to be unreasonably withheld or delayed. (e) The Administrative Agent (a) Between November 30, 2013 and February 11, 2014, there shall not have occurred a Closing Material Adverse Effect and (b) between February 11, 2014 and the Closing Date, no fact, event or circumstance shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C.occurred or arisen that, counsel individually or in combination with any other fact, event or circumstance, has had or could reasonably be expected to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this typehave a Closing Material Adverse Effect.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on On the Closing Date is subject to the following conditions precedentDate: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed received, on behalf of such partyitself, the Lenders, a customary written opinion of (i) Xxxxx & Lardner LLP, counsel for the Loan Parties, (ii) Xxxxxxx Xxxx & Xxxxxxx, special Cayman Islands counsel for the Loan Parties and (iii) Xxxxx & Xxxxxx, as special Nevada counsel for the Loan Parties, in each case, (A) dated the Closing Date and (B) addressed to the Administrative Agent and the Lenders. (b) The There shall have been delivered to the Administrative Agent shall have received: (i) from an executed counterpart of each of the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankDocuments. (c) The Administrative Agent shall have received a customary closing solvency certificate in the form of Exhibit H from the chief financial officer of the U.S. Borrower certifying that the U.S. Borrower and each of its Subsidiaries, on a secretaryconsolidated basis after giving effect to the Transactions to occur on the Closing Date and the other transactions contemplated thereby, assistant secretary are Solvent. (d) The Administrative Agent shall have received (i) a copy of the certificate or similar officer articles of incorporation or authorized representative certificate of formation, as applicable, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or equivalent of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or a comparable government official, as applicable); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a party heretotrue and complete copy of the by-laws, memorandum and articles of association or other operating agreement, as applicable, of such Loan Party as in each caseeffect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, certifying as to (iB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) members, as applicable, of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in connection herewith or therewith)full force and effect, (iiC) the accuracy and completeness of copies of that the certificate or articles of incorporation, association or organization (or memorandum certificate of association formation or other equivalent thereof) constitutional documentation, as applicable, of each such Loan Party certified by Party, and all such amendments thereto as in effect on the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operatingClosing Date, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being since the only amendments date of the last amendment thereto as of such date)certified in accordance with clause (i) above, and (iiiD) incumbency (as to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization ; and (iii) a certificate of another officer as to the extent relevant incumbency and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses specimen signature of the Administrative Agent required in connection with this Agreement, including expenses associated with Secretary or Assistant Secretary executing the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel certificate pursuant to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and clause (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this typeabove.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and (B) proper financing statements (Form UCC‑1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; AMERICAS 94626185 (vii) an opinion from (w) Xxxxxxxx & Xxxxx LLP, New York and Illinois counsel to the Loan Parties and (x) Xxxxxxxx Xxxxxxx Van Deuren s.c., local counsel in Wisconsin, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D‑2; (ix) certified copies of the Acquisition Agreement and exhibits and schedules thereto, duly executed by the parties thereto, together with a counterpart certification by a Responsible Officer of this the Borrower that such documents are in full force and effect as of the Closing Date and that the conditions specified in Sections 4.01(c), (d), (e) and (i) have been satisfied or waived; and provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement signed and to the extent that a Lien on behalf such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the delivery of stock certificates of the Borrower and the Guarantors to the extent possession of such partystock certificates or other certificates perfects a security interest therein or (z) by a filing with the United States Patent and Trademark Office or United States Copyright Office) 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 without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Administrative Agent shall have received: All fees and expenses required to be paid hereunder (i) from the Loan Partiesand, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Partyexpenses, UCC-1 financing statementsinvoiced at least three Business Days before the Closing Date) shall have been paid from the proceeds of the initial fundings under the Facilities, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required including fees pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankFee Letter. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryPrior to or substantially concurrently with the initial Borrowing on the Closing Date, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith)Equity Contribution shall have been consummated, (ii) the accuracy and completeness of copies Acquisition shall have been consummated in all material respects in accordance with the terms of the certificate Acquisition Agreement (without giving effect to any amendments, waivers or articles consents thereto or modifications thereof that amend or waive any terms of incorporationthe Acquisition Agreement in a manner materially adverse to the Commitment Parties without the consent of the Arrangers, association such consent not to be unreasonably withheld, conditioned or organization delayed); provided that (x) any decrease in the Acquisition Consideration (other than (A) pursuant to any purchase price or memorandum similar adjustment provisions set forth in the Acquisition Agreement or (B) any decrease of association total Acquisition Consideration to the extent such decrease is applied to reduce the amount of the Term Facility, the Second Lien Term Facility and the Equity Contribution on a pro rata basis) shall be deemed to be materially adverse to the interests of the Commitment Parties, (y) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Commitment Parties so long as funded through an increase in the Equity Contribution and (z) any amendment or other equivalent thereof) modification to the definition of each such Loan Party certified by “Company Material Adverse Effect” set forth in the relevant authority Acquisition Agreement without the prior written consent of the jurisdiction of organization of each Arrangers (such Loan Party and copies consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), Lenders; (iii) incumbency (to the extent applicable) Refinancing shall have been consummated and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party all security interests and guarantees in connection therewith shall have been terminated and released; and (iv) the good standing (or subsistence or existence) of each such Loan Party from Parties shall have entered into the Secretary of State (or similar official) of Second Lien Loan Documents providing for the state or other jurisdiction of such Loan Party’s organization (Second Lien Term Loans in an aggregate principal amount equal to the extent relevant and available in the jurisdiction of organization of such Loan Party).$110,000,000. AMERICAS 94626185 (d) The Borrowers Since March 16, 2014, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have paid or caused occurred and continue to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required be in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPexistence. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. (f) The Administrative Agent shall have received the executed legal opinions of Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least 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 days prior to the Closing Date. (i) Xxxx Xxxxxxx P.C., counsel to ESI and, The representations and warranties made by or with respect to the limited extent New York law is applicable, Company in the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel Acquisition Agreement that are material to the Loan Parties party heretointerests of the Lenders shall be true and correct in all respects, but only to the extent that the Parent or its applicable affiliates have or would have the right (determined without regard to any notice requirement) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as customary a result of a breach of such representations and warranties. Without limiting the generality of the provisions of Section 9.03(e), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be original, pdf or facsimile copies or delivered by other electronic method unless otherwise specified, each properly executed (if applicable) by a Responsible Officer of the signing Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party.Party, each in form and substance reasonably satisfactory to the Administrative Agent: (b) The Administrative Agent shall have received: (i) from a Committed Loan Notice in accordance with the Loan Parties, requirements hereof; (ii) executed counterparts of the applicable Collateral this Agreement, ; (iiiii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement and each other Collateral Document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to in the Security Agreement, accompanied by undated stock or similar powers with respect thereto indorsed in blank, and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) (each document (including any financing statements (Form UCC-1 or the equivalent)) required by the Collateral Documents to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a Noteperfected Lien on the Collateral described therein; and (C) copies of Lien, (iii) bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in ; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or formationother corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the jurisdiction board of directors, board of managers or members of each Loan Party (in which its chief executive office is located or the jurisdiction in which its assets are locatedeach case, as appropriate or applicable) as the case Administrative Agent may bereasonably 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 or for any Loan Party that is a Foreign Subsidiaryparty or is to be a party on the Closing Date; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the District of ColumbiaLoan Parties, (ivy) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security AgreementHelsell Xxxxxxxxx LLP, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed local counsel in blankWashington, and (viz) all agreements Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (viii) a solvency certificate from the chief financial officer, chief accounting officer or instruments representing other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2. (b) All fees and expenses required to be paid hereunder and under the Engagement Letter and Fee Letter (and, with respect to expenses, to the extent invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid on or evidencing prior to the Collateral accompanied by instruments Closing Date or will be paid from or offset against the proceeds of transfer and stock powers undated and endorsed in blankthe initial fundings under the Facilities. (c) The Administrative Agent Prior to or substantially concurrently with the initial Borrowings on the Closing Date, the Refinancing shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party)consummated. (d) The Borrowers No Material Adverse Effect shall have paid occurred or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreementarisen since December 31, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP2015. (e) The Administrative Agent shall have received the executed legal opinions of Annual Financial Statements and the Quarterly Financial Statements. (if) Xxxx Xxxxxxx P.C., counsel to ESI and, The Administrative Agent shall have received at least two Business Days prior to the limited extent New York law is applicable, Closing Date all documentation and other information about the other Loan Parties party hereto, Borrower and the Guarantors as customary for transactions of this type, and (ii) local counsel shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Loan Parties party heretoClosing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, as customary including the USA Patriot Act. Without limiting the generality of the provisions of Section 9.03(e), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for 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, the Administrative Agent and the Lenders holding Commitments: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from 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 that is a party hereto a counterpart of this Agreement signed on behalf of such party.each in form and substance reasonably satisfactory to the Administrative Agent: (b) The Administrative Agent shall have received: (i) from a Committed Loan Notice in accordance with the Loan Parties, requirements hereof; (ii) executed counterparts of this Agreement; (iii) evidence reasonably satisfactory to the applicable Collateral Agreement, Administrative Agent that the Guarantee Requirement shall have been satisfied; (iiiv) [reserved]; (v) such certificates of good standing (to the extent such concept exists) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, applicable secretary of state (iiior equivalent public official) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in of the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such each Loan Party or for (or, with respect to any Loan Party that is a Foreign Subsidiary, an equivalent officer of appropriate jurisdiction, to the District extent available), certificates of Columbiaresolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (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, (ivB) executed Intellectual Property Security Agreements as required pursuant 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 Pledge extent necessary under applicable law or any Organization Document) approving the entry into this Agreement and Security all other agreements in connection with the Transactions or this Agreement, to which such Loan Party is a party, (vC) delivery certifying copies of stock certificates for certificated Equity Interests that constitutes Collateralthe Organization Documents of such Loan Party, together with appropriate instruments (D) in the case of transfer endorsed in blankany Loan Party organized under the laws of Luxembourg, certifying an excerpt of the Luxembourg Companies Register dated no more than one Business Day prior to the Closing Date and (E) certifying such other matters as the Administrative Agent may reasonably require; (vi) customary legal opinions from each of (A) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, (B) Xxxxxx & Xxxxxxxxx, Luxembourg counsel to the Loan Parties, (C) Hassans, Gibraltar counsel to the Loan Parties and (D) Xxxxxxx Xxxx & Xxxxxxx Limited, Bermuda 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 Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit 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(g), 4.01(i), 4.01(j) and 4.01(k); (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. (b) The Closing Fees and all agreements 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 hereunder or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankinitial funding under the First Lien Credit Agreement. (c) [Reserved]. (d) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary reasonably satisfactory evidence that prior to or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated substantially simultaneously with the arrangement, negotiation and preparation of this Agreement, and initial Credit Extensions the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPRefinancing has been or shall be consummated. (e) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements. It being understood that the foregoing shall be satisfied with any Audited Financial Statements or Unaudited Financial Statements filed on Holdings’ Form 10-K or Form 10-Q. (f) The Administrative Agent shall have received at least five (5) days prior to the executed legal opinions of 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 ten (10) days prior to the Closing Date. (g) Since March 31, 2014, 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. (h) [Reserved]. (i) Xxxx Xxxxxxx P.C.Prior to or substantially simultaneously with the initial Credit Extensions, counsel to ESI and(i) the First Lien Credit Agreement shall have become effective, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel the Borrower shall have received at least $2,375,000,000 in gross cash proceeds from the issuance of the First Lien Initial Term Loans and (iii) a revolving credit facility with commitments thereunder in an aggregate principal amount of $100,000,000 shall have become effective under the First Lien Credit Agreement. (j) 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 with the same effect as though made on and as of such date, except to the Loan Parties party heretoextent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as customary of such earlier date (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). (k) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom. Without limiting the generality of the provisions of Section 9.03(b), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be original, pdf or facsimile copies or delivered by other electronic method unless otherwise specified, each properly executed (if applicable) by a Responsible Officer of the signing Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party.Party, each in form and substance reasonably satisfactory to the Administrative Agent: (b) The Administrative Agent shall have received: (i) from a Committed Loan Notice in accordance with the Loan Parties, requirements hereof; (ii) executed counterparts of the applicable Collateral this Agreement, ; (iiiii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement and each other Collateral Document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to in the Security Agreement, accompanied by undated stock or similar powers with respect thereto indorsed in blank, and instruments, if any, evidencing the Pledged Debt indorsed in blank; (B) each document (including any financing statements (Form UCC-1 or the equivalent)) required by the Collateral Documents to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, a Noteperfected Lien on the Collateral described therein; and (C) copies of Lien, (iii) bankruptcy, judgment, copyright, patent and trademark searches in each jurisdiction reasonably requested by the Administrative Agent with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in ; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or formationother corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the jurisdiction board of directors, board of managers or members of each Loan Party (in which its chief executive office is located or the jurisdiction in which its assets are locatedeach case, as appropriate or applicable) as the case Administrative Agent may bereasonably 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 or for any Loan Party that is a Foreign Subsidiaryparty or is to be a party on the Closing Date; (vii) an opinion from (x) Xxxxxxxx & Xxxxx LLP, New York counsel to the District of ColumbiaLoan Parties, (ivx) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security AgreementHelsell Xxxxxxxxx LLP, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed local counsel in blankWashington, and (viy) all agreements Xxxxx & Xxxxxx, local counsel in Colorado, in each case in form and substance reasonably satisfactory to the Administrative Agent; and (viii) a solvency certificate from the chief financial officer, chief accounting officer or instruments representing other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2. (b) All fees and expenses required to be paid hereunder and under the Engagement Letter and Fee Letter (and, with respect to expenses, to the extent invoiced at least two Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower)) shall have been paid on or evidencing prior to the Collateral accompanied by instruments Closing Date or will be paid from or offset against the proceeds of transfer and stock powers undated and endorsed in blankthe initial fundings under the Facilities. (c) The Administrative Agent Prior to or substantially concurrently with the initial Borrowings on the Closing Date, the Refinancing shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party)consummated. (d) The Borrowers No Material Adverse Effect shall have paid occurred or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreementarisen since December 31, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP2015. (e) The Administrative Agent shall have received the executed legal opinions of Annual Financial Statements and the Quarterly Financial Statements. (if) Xxxx Xxxxxxx P.C., counsel to ESI and, The Administrative Agent shall have received at least two Business Days prior to the limited extent New York law is applicable, Closing Date all documentation and other information about the other Loan Parties party hereto, Borrower and the Guarantors as customary for transactions of this type, and (ii) local counsel shall have been reasonably requested in writing by the Administrative Agent at least seven calendar days prior to the Loan Parties party heretoClosing Date and as determined by the Administrative Agent to be required under applicable “know your customer” and anti-money laundering rules and regulations, as customary including the USA Patriot Act. Without limiting the generality of the provisions of Section 9.03(e), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and (B) proper financing statements (Form UCC-1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vii) an opinion from (w) Xxxxxxxx & Xxxxx LLP, New York and Illinois counsel to the Loan Parties and (x) Xxxxxxxx Xxxxxxx Van Deuren s.c., local counsel in Wisconsin, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; (ix) certified copies of the Acquisition Agreement and exhibits and schedules thereto, duly executed by the parties thereto, together with a counterpart certification by a Responsible Officer of this the Borrower that such documents are in full force and effect as of the Closing Date and that the conditions specified in Sections 4.01(c), (d), (e) and (i) have been satisfied or waived; and provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement signed and to the extent that a Lien on behalf such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the delivery of stock certificates of the Borrower and the Guarantors to the extent possession of such partystock certificates or other certificates perfects a security interest therein or (z) by a filing with the United States Patent and Trademark Office or United States Copyright Office) 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 without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Administrative Agent shall have received: All fees and expenses required to be paid hereunder (i) from the Loan Partiesand, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Partyexpenses, UCC-1 financing statementsinvoiced at least three Business Days before the Closing Date) shall have been paid from the proceeds of the initial fundings under the Facilities, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required including fees pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankFee Letter. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryPrior to or substantially concurrently with the initial Borrowing on the Closing Date, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith)Equity Contribution shall have been consummated, (ii) the accuracy and completeness of copies Acquisition shall have been consummated in all material respects in accordance with the terms of the certificate Acquisition Agreement (without giving effect to any amendments, waivers or articles consents thereto or modifications thereof that amend or waive any terms of incorporationthe Acquisition Agreement in a manner materially adverse to the Commitment Parties without the consent of the Arrangers, association such consent not to be unreasonably withheld, conditioned or organization delayed); provided that (x) any decrease in the Acquisition Consideration (other than (A) pursuant to any purchase price or memorandum similar adjustment provisions set forth in the Acquisition Agreement or (B) any decrease of association total Acquisition Consideration to the extent such decrease is applied to reduce the amount of the Term Facility, the Second Lien Term Facility and the Equity Contribution on a pro rata basis) shall be deemed to be materially adverse to the interests of the Commitment Parties, (y) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Commitment Parties so long as funded through an increase in the Equity Contribution and (z) any amendment or other equivalent thereof) modification to the definition of each such Loan Party certified by “Company Material Adverse Effect” set forth in the relevant authority Acquisition Agreement without the prior written consent of the jurisdiction of organization of each Arrangers (such Loan Party and copies consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), Lenders; (iii) incumbency (to the extent applicable) Refinancing shall have been consummated and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party all security interests and guarantees in connection therewith shall have been terminated and released; and (iv) the good standing (or subsistence or existence) of each such Loan Party from Parties shall have entered into the Secretary of State (or similar official) of Second Lien Loan Documents providing for the state or other jurisdiction of such Loan Party’s organization (Second Lien Term Loans in an aggregate principal amount equal to the extent relevant and available in the jurisdiction of organization of such Loan Party)$110,000,000. (d) The Borrowers Since March 16, 2014, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have paid or caused occurred and continue to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required be in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPexistence. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. (f) The Administrative Agent shall have received the executed legal opinions of Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least 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 days prior to the Closing Date. (i) Xxxx Xxxxxxx P.C., counsel to ESI and, The representations and warranties made by or with respect to the limited extent New York law is applicable, Company in the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel Acquisition Agreement that are material to the Loan Parties party heretointerests of the Lenders shall be true and correct in all respects, but only to the extent that the Parent or its applicable affiliates have or would have the right (determined without regard to any notice requirement) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as customary a result of a breach of such representations and warranties. Without limiting the generality of the provisions of Section 9.03(e), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section ‎4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section ‎4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant Agreement, duly executed by each Loan Party, together with (subject to the Pledge last paragraph of this Section ‎4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement, Agreement has been taken; (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralthe Intercreditor Agreement, together with appropriate instruments of transfer endorsed in blankduly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement (and 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; (vii) 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 of Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP, 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; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other documents executed transactions contemplated hereby, are Solvent; (x) (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 connection herewith or therewiththe 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 accuracy Transactions and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections ‎4.01(d), ‎4.01(e), ‎4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv‎4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; and (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of organization the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of such Loan Party)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 Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required in connection Facilities, without giving effect to any amendments thereto, waivers thereof or consents with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, respect thereto that are materially adverse to the limited extent New York law is applicableLenders in their capacity as Lenders, without the other Loan Parties party heretoconsent of each Initial Lender, as customary for transactions of this type, and (ii) local counsel such consent not to the Loan Parties party hereto, as customary for transactions of this typebe unreasonably withheld or delayed.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Before or concurrently with the initial Credit Extension on the Closing Date is subject to the following conditions precedentExtension: (a) The the Administrative Agent shall have received from for each Lender this Agreement and each other Loan Document duly executed by the Borrowers, any applicable Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party.and the Lenders; (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryfor each Lender such Lender’s duly executed Revolving Credit Notes of the Borrowers and otherwise in compliance with the provisions of, assistant secretary as applicable, Sections 2.1.3 and 2.2.3 hereof; (c) the Administrative Agent shall have received for each Lender certified copies of the charter, articles of incorporation and bylaws (or comparable organizational documents for the applicable jurisdiction) of the Loan Parties and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; {B1036286; 2}-42- (d) the Administrative Agent shall have received for each Lender copies of resolutions of the Board of Directors of the Loan Parties (or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the other Loan Documents or other documents executed in connection herewith or therewith), (ii) to which it is a party and the accuracy and completeness of copies consummation of the certificate or articles of incorporationtransactions contemplated hereby and thereby, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified in each officerinstance by its Secretary, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Assistant Secretary of State (or similar official) of the state or other jurisdiction duly authorized officer of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP.; (e) The the Administrative Agent shall have received for each Lender copies of the certificates of good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties outside of the United States) from the office of the secretary of the state of its incorporation or organization and of each state or jurisdiction in which it is qualified to do business as a foreign corporation or organization; (f) the Administrative Agent shall have received the executed legal opinions upfront fee set forth in § 5.4(a) and the reasonable fees and expenses of the Administrative Agent’s counsel; (g) the Administrative Agent shall have received for the benefit of each Lender the favorable written opinion of counsel to each Borrower, in form and substance satisfactory to the Administrative Agent; (h) the Administrative Agent shall have received financing statement and tax lien search results against the Property of the Borrowers evidencing the absence of Liens on such Property except as permitted by Section 9.2 hereof; (i) Xxxx Xxxxxxx P.C., counsel to ESI and, the Administrative Agent shall have received satisfactory evidence of payoff of the Existing Credit Facility and release of any Borrowers’ obligations of any kind thereunder; (j) the Administrative Agent shall have received on or prior to the limited extent New York law Closing Date a duly executed Security Agreement dated as of the Closing Date, together with (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) any and all documents representing all securities, chattel paper and instruments being pledged pursuant to such Security Agreement and related undated powers or endorsements duly executed in blank, (C) authorization from Borrowers to file any UCC financing statements covering the Collateral; (D) any and all Intellectual Property Security Agreements; and (E) if requested by Administrative Agent, properly completed perfection certificates with respect to the Borrowers and each Guarantor; (k) the Administrative Agent shall have received a landlord’s or warehouseman’s agreement (the “Landlord Agreements”) from the lessor of each leased property or the operator of a warehouse facility with respect to the following properties where Collateral is applicablestored or located, which agreement shall contain a waiver or subordination of all Liens or claims that the other Loan Parties party hereto, as customary for transactions of this typelandlord or warehouseman may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent: (i) 0 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000; (ii) local counsel 0000 X. Xxxxxx Center Road, Carson, CA 90745; (iii) 000 Xxxxxx Xxxxx Xxxxx, Suite 1000, Westwood, MA 02090; and (l) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 8.4 hereof are in full force and effect and have all endorsements required by such Section 8.4; (m) the Administrative Agent shall have received for the account of the Lenders all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) required pursuant to any Loan Parties party heretoDocument and such other agreements, instruments, documents, certificates, and opinions as customary for transactions of this typethe Administrative Agent may reasonably request.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Before or concurrently with the initial Credit Extension on the Closing Date is subject to the following conditions precedentExtension: (a) The the Administrative Agent shall have received from for each Lender this Agreement duly executed by the Borrowers, any applicable Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party.and the Lenders; (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryfor each Lender such Lender’s duly executed Revolving Notes of the U.S. Borrowers and Foreign Borrowers, assistant secretary and the duly executed Term Notes by the Term Loan Borrower and otherwise in compliance with the provisions of, as applicable, Sections 2.1.3, 2.2.3 and 4.2 hereof; (c) the Administrative Agent shall have received for each Lender certified copies of the charter, articles of incorporation and bylaws (or comparable organizational documents for the applicable jurisdiction) of the Loan Parties and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; (d) the Administrative Agent shall have received for each Lender copies of resolutions of the Board of Directors of the Loan Parties (or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the other Loan Documents or other documents executed in connection herewith or therewith), (ii) to which it is a party and the accuracy and completeness of copies consummation of the certificate or articles of incorporationtransactions contemplated hereby and thereby, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified in each officerinstance by its Secretary, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Assistant Secretary of State (or similar official) of the state or other jurisdiction duly authorized officer of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).; (de) The Borrowers shall have paid or caused to have been paid to the Administrative Agent shall have received for each Lender copies of the certificates of good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties outside of the United States) from the office of the secretary of the state of its incorporation or organization and of each state or jurisdiction in which it is qualified to do business as a foreign corporation or organization; (i) the Administrative Agent shall have received upfront fee set forth in § 5.4(a) and the Collateral Agent all reasonable out-of-pocket costs fees and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this AgreementAgent’s counsel, and (ii) the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP.Canadian Lender shall have received the upfront fee set forth in § 3.5(j); (eg) The the Administrative Agent shall have received for the executed legal opinions benefit of each Lender the favorable written opinion of counsel to each Borrower, in form and substance satisfactory to the Administrative Agent; (h) the Administrative Agent shall have received financing statement and tax lien search results against the Property of the U.S. Borrowers, and PPSA searches for the Canadian Borrowers evidencing the absence of Liens on such Property except as permitted by Section 9.2 hereof; (i) Xxxx Xxxxxxx P.C.the Administrative Agent shall have received satisfactory evidence of payoff of the Existing Credit Facilities and release of any Borrowers’ obligations of any kind thereunder; (j) the Administrative Agent shall have received for the account of the Lenders such other agreements, counsel to ESI andinstruments, to the limited extent New York law is applicabledocuments, the other Loan Parties party hereto, as customary for transactions of this typecertificates, and (ii) local counsel to opinions as the Loan Parties party hereto, as customary for transactions of this typeAdministrative Agent may reasonably request.

Conditions to Initial Credit Extension. The obligation of each Initial Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or other electronic copies (in each case, followed promptly by originals if requested) 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 shall have received from and each Loan Party that is a party hereto a counterpart of the Initial Lenders: (i) executed counterparts of this Agreement and each of the other Loan Documents to be entered into on the Closing Date and prior to any such initial Credit Extension, in any case, subject to the provisions of this Section 4.01 and together with (except as provided in the Collateral Documents and/or the provisions of this Section 4.01); (ii) (A) copy of the constitutional documents of the Borrower, (B) a copy of an up-to-date extract of the chamber of commerce in respect of the Borrower, (C) a copy of a resolution of the board of directors of the Borrower, (D) if applicable, a copy of a resolution signed on behalf by all the holders of such partythe issued shares in the Borrower and (E) if applicable, a copy of a resolution signed by supervisory board of directors of the Borrower, (iii) an opinion from each of (a) Xxxxxxxx & Xxxxx LLP, in its capacity as New York counsel to the Borrower, (b) Xxxxxx & Xxxxx N.V. in its capacity as Dutch counsel to the Borrower, and (c) Xxxxx Xxxx & Xxxxxxxx London LLP, in its capacity as English law counsel for the Administrative Agent, in each case, addressed to the Administrative Agent, the Collateral Agent and each Lender; and (iv) if available in the relevant jurisdiction, good standing certificates or certificates of status, as applicable, for the Borrower. (b) The Administrative Agent shall have received: (i) from All fees and expenses required to be paid on the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed Closing Date hereunder or pursuant to any agreement in writing entered into by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statementsBorrower, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreementextent, with respect to expenses, invoiced at least three (v3) delivery Business Days prior to the Closing Date, shall have been paid in full in cash or will be paid on the Closing Date out of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankinitial Loans. (c) Prior to or substantially simultaneously with such initial Credit Extension of Loans, the Refinancing shall have been consummated. (d) The Administrative Agent and the Initial Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the 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. (e) Since December 31, 2023, 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. (f) Each of the conditions set forth in Section 4.02 are satisfied. (g) The Administrative Agent shall have received a customary closing certificate from certificate, dated as of the Closing Date, of a secretaryResponsible Officer of the Borrower, assistant secretary or similar officer or authorized representative confirming compliance with the conditions set forth in Section 4.01(e) and Section 4.02. The making of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted the initial Credit Extensions by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified applicable Initial Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses each such Initial Lender that each of the Administrative Agent required conditions precedent set forth in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent Section 4.01 shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this typebeen satisfied in 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 honor any Request for 6553436v9 Before or concurrently with the initial Credit Extension on the Closing Date is subject to the following conditions precedent: Extension: (a) The the Administrative Agent shall have received from for each Lender this Agreement and each other Loan Document duly executed by the Borrowers, any applicable Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. and the Lenders; (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryfor each Lender such Lender’s duly executed Revolving Credit Notes of the Borrowers and otherwise in compliance with the provisions of, assistant secretary as applicable, §2.1.3 and §2.2.3 hereof; (c) the Administrative Agent shall have received for each Lender certified copies of the charter, articles of incorporation and bylaws (or comparable organizational documents for the applicable jurisdiction) of the Loan Parties and any amendments thereto, certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer of such Loan Party; (d) the Administrative Agent shall have received for each Lender copies of resolutions of the Board of Directors of the Loan Parties (or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the other Loan Documents or other documents executed in connection herewith or therewith), (ii) to which it is a party and the accuracy and completeness of copies consummation of the certificate or articles of incorporationtransactions contemplated hereby and thereby, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and together with specimen signatures of the persons authorized to execute such documents on its behalf, all certified in each officerinstance by its Secretary, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Assistant Secretary of State (or similar official) of the state or other jurisdiction duly authorized officer of such Loan Party’s organization ; (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (de) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses shall have received for each Lender copies of the Administrative Agent required certificates of good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties outside of the United States) from the office of the secretary of the state of its incorporation or organization and of each state or jurisdiction in connection with this Agreement, including expenses associated with which it is qualified to do business as a foreign corporation or organization; (f) the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions upfront fee set forth in § 5.4(a) and the reasonable fees and expenses of the Administrative Agent’s counsel; (ig) Xxxx Xxxxxxx P.C., the Administrative Agent shall have received for the benefit of each Lender the favorable written opinion of counsel to ESI andeach Borrower, in form and substance satisfactory to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type.Administrative Agent;

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the each applicable Collateral AgreementDocument and the Perfection Certificate, (ii) from the BorrowersInitial Borrower, a Note executed by the Borrowers Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan PartyParty (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Pledge and Security AgreementCollateral Documents, (v) delivery of stock certificates for certificated Equity Interests that constitutes constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPLLP and other local counsel to the Secured Parties. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI the Initial Borrower and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Eurocurrency Rate Loans (in each case, or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of 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) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower. (k) The Administrative Agent shall have received the Audited Financial Statements of APi, the Audited Financial Statements of Holdings, the Unaudited Financial Statements of APi, the Unaudited Financial Statements of Holdings and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Committed Warrant Exchange and Rollover shall have occurred. The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The APi Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the APi Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the APi Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any change in the price (including any price decrease) of the APi Acquisition of 10% or greater will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers (such consent not to be unreasonably withheld), and any such reduction of price shall be applied to reduce the Initial Term Loan Commitment and the Initial Term Loan borrowed on the Closing Date and (y) any change to the definition of “Material Adverse Effect” (under and as defined in the APi Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders). The Borrower Equity Contribution and the proceeds of the Non-Founder Warrant Exchange, if any, and the Committed Warrant Exchange and Rollover shall be applied to finance the APi Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing and other indebtedness refinancing will be consummated. (o) Since the date of the APi Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the APi Acquisition Agreement. (p) No Event of Default pursuant to Section 9.01(a) or (f) shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom. For purposes of determining compliance with the conditions specified in this Section 5.01, 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. Any Request for Credit Extension submitted by the Initial Borrower on the Closing Date shall be deemed to be a representation and warranty that the condition specified in Sections 5.01(p) has been satisfied.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section 4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralduly executed by each Loan Party, together with appropriate instruments (subject to the last paragraph of transfer endorsed this Section 4.01) evidence that all action that the Collateral Agent in blankits reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement 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; (vii) 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 (where such concept is applicable) 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 of (i) Fxxxx, Fxxxx, Hxxxxx, Sxxxxxx & Jxxxxxxx LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to each Agent and each Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent; (a) consolidated audited financial statements (consisting of consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity) of the Target as of April 30, 2012 and Axxxx 00, 0000, (x) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for the six (6) months’ period ended October 31, 2013, (c) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for each fiscal quarter (and the Loan Documents corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or other documents executed at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor after giving effect to the Transactions as if the Transactions had occurred as of such date (in connection herewith the case of such balance sheet) or therewithat the beginning of such period (in the case of the statement of operations), in each case of the foregoing clauses (a), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such dateb), (iiic) incumbency and (d) prepared in accordance with GAAP. (xi) a Committed Loan Notice relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01(e), 4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date; and (xiv) evidence that the ABL Loan Documents shall have been executed and delivered by all of organization the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the ABL Facility) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of such Loan Party)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 Term Facility, Second Lien Loans in an aggregate principal amount of $160,000,000, loans under the ABL Facility, and Permitted Surviving Debt. (d) The Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required Term Facility, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in connection with this Agreementtheir capacity as Lenders, including expenses associated with without the arrangementconsent of each Initial Lender, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPsuch consent not to be unreasonably withheld or delayed. (e) The Administrative Agent (a) Between November 30, 2013 and February 11, 2014, there shall not have occurred a Closing Material Adverse Effect and (b) between February 11, 2014 and the Closing Date, no fact, event or circumstance shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C.occurred or arisen that, counsel individually or in combination with any other fact, event or circumstance, has had or could reasonably be expected to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this typehave a Closing Material Adverse Effect.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or 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 this Agreement from each of the parties listed on the signature pages hereto and thereto; (ii) executed counterparts of the Guaranty from each of the parties listed on the signature pages hereto and thereto; (iii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date; (iv) executed counterparts of the Security Agreement from each of the parties listed on the signature pages hereto and thereto, together with (except as provided in such Collateral Documents): (A) Uniform Commercial Code financing statements for filing in the office of the Secretary of State (or similar central filing office) of the State of each jurisdiction in which a Loan Party is “located” (within the meaning of the Uniform Commercial Code); and (B) evidence (including a perfection certificate) that all other actions, recordings and filings required by the Collateral Documents 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; (v) such certificates, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vi) such documents and certifications, Organization Documents and, if applicable, good standing certificates and bring down telegrams or facsimiles) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of them is validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction); (vii) an opinion from (A) Xxxxxxxx & Xxxxx LLP, New York counsel to the Loan Parties, (B) Xxxx Xxxxx LLP, Pennsylvania counsel to the Loan Parties, and (C) Xxxxx & Xxxxxx L.L.P., Nevada counsel to the Loan Parties, in each case, in form and substance satisfactory to the Administrative Agent; (viii) a certificate attesting to the Solvency of the Parent Borrower and its Subsidiaries (on a consolidated basis) on the Closing Date, from the Parent Borrower’s chief financial officer or other officer with equivalent duties; (ix) copies of a recent UCC, tax and judgment lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (x) the Administrative Agent and the Lenders shall have received from a certificate, dated the Closing Date and signed by a Financial Officer of the Parent Borrower, confirming that (i) the representations and warranties of each of the Loan Party Parties contained in Article V or any other Loan Document are true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is a party hereto a counterpart qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (ii) as of this Agreement signed on behalf the Closing Date, no Default or Event of such partyDefault has occurred and is continuing. (bi) The Administrative Agent shall have received: received all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent that it 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. (ii) At least three (3) Business Days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered a Beneficial Ownership Certification in relation to such Borrower to the Administrative Agent and each Lender. (c) All costs, fees, expenses (including legal fees and expenses) and other compensation contemplated hereunder payable to the Arrangers, the Administrative Agent or the Lenders shall have been paid in full in cash to the extent due. (d) The Arrangers shall have received (i) from the Loan Parties, executed counterparts each of the applicable Collateral Agreementfinancial statements set forth in Section 5.05(a) , (ii) from the Borrowersconsolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such December 31, 2017 fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a Note executed report and opinion of Ernst & Young LLP and (iii) the consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of the fiscal quarter of CCOH ending March 31, 2018, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP. (e) On the Closing Date, the Administrative Agent shall have received the initial Borrowing Base Certificate meeting the requirements of Section 6.01(e). (f) CCOH and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than contingent indemnification obligations not yet due and payable) and (i) all commitments to lend or make other extensions of credit thereunder shall have been terminated and (ii) all security interests in respect of, and Liens securing, the Indebtedness and other obligations thereunder created pursuant to the security documentation relating thereto shall have been terminated and released (or arrangements therefor reasonably satisfactory to the Administrative Agent shall have been made), and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Borrowers Administrative Agent, which releases shall be in form and substance reasonably satisfactory to Administrative Agent, including, without limiting the foregoing, proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to CCOH or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement. For purposes of determining whether the Closing Date has occurred, each Lender that requests has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are locatedLender, as the case may be, of unless such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to Lender has notified the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, any disagreement prior to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this typeinitial Credit Extensions hereunder.

Conditions to Initial Credit Extension. The obligation of the LC Issuer and each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The the Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals, facsimile or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail), followed promptly by originals unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement signed on behalf of such party.sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for in favor of each Lender that requests such requesting a Note, ; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party; (iv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable written opinion of McGuireWoods LLP, counsel to the Loan Parties, dated the Closing Date, addressed to the Administrative Agent, LC Issuer and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (vii) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the Lead Borrower and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower; (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Administrative Agent required under the Loan Documents have been obtained and are in effect; (ix) the Security Documents, each duly executed by the applicable Loan Parties; (x) all other Loan Documents, each duly executed by the applicable Loan Parties; (xi) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances; (A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, (C) control agreements with respect to each the Loan PartyParties’ securities and investment accounts, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, and (ivD) executed Intellectual Property Security Collateral Access Agreements as required pursuant to by the Pledge and Security AgreementAdministrative Agent; and (xiii) such other assurances, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralcertificates, together with appropriate instruments of transfer endorsed in blankdocuments, and (vi) all agreements or instruments representing or evidencing consents as the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankAdministrative Agent reasonably may require. (cb) The the Administrative Agent shall have received a customary closing certificate from Borrowing Base Certificate dated the Closing Date, relating to the month ended on July 30, 2011, and executed by a secretary, assistant secretary or similar officer or authorized representative Responsible Officer of each Loan Party the Lead Borrower. (c) the Administrative Agent shall be reasonably satisfied that is a party hereto, in each case, certifying as any financial statements delivered to (i) resolutions duly adopted by it fairly present the board business and financial condition of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) Parties and that there has been no Material Adverse Effect since the accuracy and completeness of copies date of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (most recent financial information delivered to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party)Administrative Agent. (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent shall have received and be reasonably satisfied with (i) a forecast for the Collateral Agent all reasonable out-of-pocket costs period commencing on the Closing Date through the Fiscal Year ending on or about January 31, 2013, which shall include (A) an Excess Availability model, Consolidated income statement and expenses statement of cash flow, and (B) so long as there are no Loans outstanding and no Loans requested by Borrowers on the Closing Date, a balance sheet as of the Administrative Agent required in connection with this Agreementend of each of the Fiscal Years ending on or about January 31, including expenses associated with 2012 and on or about January 31, 2013, respectively, or, if there are Loans outstanding or Loans requested by Borrowers on the arrangementClosing Date, negotiation and preparation then such forecast shall include a balance sheet as of this Agreementthe end of each Fiscal Quarter following the Closing Date through the end of the Fiscal Year ending on or about January 31, 2013, and (ii) such other information (financial or otherwise) reasonably requested by the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPAdministrative Agent. (e) The there shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (f) there shall not have occurred any default of any Material Contract of any Loan Party, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (g) the consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (h) the Administrative Agent shall have received reasonably satisfactory confirmation that all fees, charges and disbursements of counsel to the executed legal opinions Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent) will be paid by the Borrowers concurrently with the initial Credit Extension. (i) Xxxx Xxxxxxx P.C.the Administrative Agent shall have received all documentation and other information requested by the Administrative Agent as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, counsel to ESI and, including without limitation the Act. (j) no material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the limited extent New York law is applicableClosing Date. (k) the Closing Date shall have occurred on or before October 31, 2011 or such other date as to which the other Loan Parties party hereto, as customary for transactions Lead Borrower and the Administrative Agent may agree. The Administrative Agent shall notify the Lead Borrower of this typethe Closing Date, and (ii) local counsel such notice shall be conclusive and binding on the Loan Parties. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has 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 Loan Parties party hereto, as customary for transactions of this typeproposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on On the Closing Date is subject to the following conditions precedentDate: (a) The Administrative Agent This Agreement shall have received from each Loan Party that is been duly executed and delivered by a party hereto a counterpart Responsible Officer of this Agreement signed on behalf of such partythe Borrower. (b) The Administrative Agent shall have received: (i) from , on behalf of itself, the Lenders and each Issuing Bank, an opinion of Weil, Gotshal & Xxxxxx LLP, special counsel for the Loan Parties, executed counterparts of Parties dated the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect Closing Date and addressed to each Loan PartyIssuing Bank, UCC-1 financing statementsthe Administrative Agent and the Lenders, as applicable, in a form appropriate for filing substantially in the state form of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankExhibit K hereto. (c) The Administrative Agent shall have received (i) a customary closing copy of the certificate from or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a secretaryrecent date by the Secretary of State of the state of its organization, assistant secretary or similar officer or authorized representative and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a party heretotrue and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, in each case, certifying as to (iB) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in full force and effect, (C) that (except in connection herewith or therewith), (iiwith the Acquisition) the accuracy and completeness of copies of the certificate or articles of incorporation, association incorporation or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (except i) above, and (D) as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document on behalf of each such Loan Party and (iv) countersigned by another officer as to the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) incumbency and specimen signature of the state Secretary, Assistant Secretary or other jurisdiction of such Loan Party’s organization Manager(s), as applicable, executing the certificate pursuant to clause (to the extent relevant and available in the jurisdiction of organization of such Loan Party)ii) above. (d) The Borrowers Administrative Agent shall have paid or caused to have been paid to received a certificate, dated the Administrative Agent Closing Date and the Collateral Agent all reasonable out-of-pocket costs and expenses signed by a Responsible Officer of the Administrative Agent required in connection with this AgreementBorrower, including expenses associated certifying compliance with the arrangementconditions precedent set forth in paragraphs (h), negotiation (i) and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP(s) below. (e) The Security Documents (other than any Mortgages) shall have been duly executed and delivered by a Responsible Officer of Holdings and each Loan Party that is to be a party thereto. All actions necessary to establish that the Collateral Agent will have a perfected first priority Lien on the Collateral (subject to Liens permitted by Section 6.02) shall have been taken to the extent required by the Security Documents. (f) The Administrative Agent shall have received the executed legal opinions results of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to searches of the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, Uniform Commercial Code filings (or equivalent filings) and (ii) local counsel bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Loan Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search. (g) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02. (h) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date. (i) The representations made by the Company (as defined in the Acquisition Agreement) and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders under this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date (except to the extent relating to an earlier date, in which case, such representations shall be true and correct in all material respects as of such earlier date), except for any such failure to be true and correct that does not provide the Acquisition Corp. or any of its Affiliates the right to terminate its or such Affiliate’s obligations under the Acquisition Agreement as a result thereof. (j) The Acquisition shall be consummated substantially concurrently with or prior to any funding of the Loans substantially pursuant to the provisions of the Acquisition Agreement, without giving effect to any amendment, consent, waiver or other modification thereof or thereto from the executed form thereof delivered to the Arrangers on June 30, 2011 that is materially adverse to the interests of the Lenders that is not approved by the Arrangers (it being agreed that any reduction in the purchase price thereunder of over 10% shall be deemed to be materially adverse to the Lenders and any reduction of such purchase price of less than 10% shall not be deemed materially adverse to the Lenders and shall be allocated (x) 60% to a reduction in the aggregate principal amount of loans under the Second Lien Facility and (y) 40% to a reduction in the amount of the Equity Contribution). (k) After giving effect to the consummation of the Acquisition and the repayment of certain Indebtedness on the Closing Date, the Borrower and its subsidiaries (other than Edline Holdings, Inc. and its subsidiaries) shall have no outstanding preferred equity or indebtedness for borrowed money, in each case held by third parties, except for indebtedness incurred as a result of the Loans, loans under the Second Lien Facility, and Acquired Indebtedness and Capitalized Lease Obligations, each as set forth on Schedule 6.01. (l) Since December 31, 2010, there shall not have occurred a Company Material Adverse Effect. (m) The Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal years ended on December 31 on each of 2008, 2009 and 2010, certified by the Company’s independent registered public accountants with an unqualified opinion thereon, (ii) unaudited consolidated financial statements for the Company for the most recent of the first three interim quarterly periods for which financial statements are available (but in no event for a period ended less than 45 days prior to the Closing Date) and (iii) a pro forma consolidated balance sheet of the Company as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) or (ii) and a pro forma statement of operations for the 12-month period ending on such date, in each case adjusted to give effect to the Transactions and the other transactions related thereto and such other adjustments as shall be agreed between the Borrower and the Arrangers. (n) The Administrative Agent shall have received a certificate dated the Closing Date of the Chief Financial Officer of the Borrower substantially in the form of Exhibit J certifying the solvency, after giving effect to the Transactions, of the Borrower and its subsidiaries on a consolidated basis. (o) The Borrower shall have received the Equity Contribution. (p) The Administrative Agent shall have received a promissory note in form and substance reasonably acceptable to the Administrative Agent executed by the Borrower in favor of each Lender requesting a promissory note; (q) All fees required to be paid on the Closing Date to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid (which amounts may be offset against the proceeds of the Credit Facilities). (r) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or any Arranger that the Administrative Agent or such Arranger has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act. (s) Solely with respect to the Edline Commitment: (i) After giving effect to the consummation of the Edline Acquisition and the repayment of certain Indebtedness and the repurchase of certain Preferred Stock on the Closing Date , Edline Holdings, Inc. and its subsidiaries shall have no outstanding Indebtedness for borrowed money held by third parties or Preferred Stock held by any third party heretoother than the Sponsor. (ii) Since the date of the last audited financial statements of Edline Holdings, Inc. and its subsidiaries received by the Lead Arrangers, there shall not have occurred any change, effect, event, occurrence or state of facts that is, or would reasonably be expected to be, materially adverse to the business, properties, financial condition or results of operations of Edline Holdings, Inc. and its subsidiaries, taken as customary a whole. (iii) Immediately after giving effect to the Edline Acquisition, the Consolidated Secured Debt Ratio (determined on a Pro Forma Basis) would not be greater than the Financial Covenant Level. The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b). Notwithstanding anything to the contrary contained herein, the conditions precedent contained in clauses (c), (e), (h), and (r) shall be applicable to Edline Holdings, Inc. and its subsidiaries only with respect to the Edline Commitment, and the Edline Acquisition and borrowings under the Edline Commitment shall not be made on or prior to the Closing Date if such conditions precedent would not be satisfied with respect to Edline Holdings, Inc. and its subsidiaries. For the avoidance of doubt, clause (s) shall not constitute a condition precedent to the initial funding of the Commitments (other than the Edline Commitment) whether or not the Edline Acquisition has been made. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for transactions purposes of determining compliance with the conditions specified in this typeSection 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 Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section ‎4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section ‎4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC‑3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant Agreement, duly executed by each Loan Party, together with (subject to the Pledge last paragraph of this Section ‎4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement, Agreement has been taken; (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralthe Intercreditor Agreement, together with appropriate instruments of transfer endorsed in blankduly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement (and 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; (vii) 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 of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 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; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other documents executed transactions contemplated hereby, are Solvent; (x) (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 connection herewith or therewiththe 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 accuracy Transactions and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections ‎4.01(d), ‎4.01(e), ‎4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv‎4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; and (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of organization the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of such Loan Party)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 Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required in connection Facilities, without giving effect to any amendments thereto, waivers thereof or consents with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, respect thereto that are materially adverse to the limited extent New York law is applicableLenders in their capacity as Lenders, without the other Loan Parties party heretoconsent of each Initial Lender, as customary for transactions of this type, and (ii) local counsel such consent not to the Loan Parties party hereto, as customary for transactions of this typebe unreasonably withheld or delayed.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent, (i) a Committed Loan Notice in accordance with the requirements hereof; (ii) executed counterparts of this Agreement; (iii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iv) a copy of the Organization Documents in relation to each Loan Party; (v) the Security Agreement, each Collateral Document and each other document set forth on Schedule 4.01(a) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments, if any, evidencing the Pledged Debt indorsed in blank; and (B) proper financing statements (Form UCC‑1 or the equivalent) naming each Loan Party for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Security Agreement; (vi) such certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and resolutions of the board of directors, board of managers or members of each Loan Party (in each case, as appropriate or applicable) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (vii) an opinion from (w) Xxxxxxxx & Xxxxx LLP, New York and Illinois counsel to the Loan Parties and (x) Xxxxxxxx Xxxxxxx Van Deuren s.c., local counsel in Wisconsin, in each case in form and substance reasonably satisfactory to the Administrative Agent; (viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit D‑2; (ix) certified copies of the Acquisition Agreement and exhibits and schedules thereto, duly executed by the parties thereto, together with a counterpart certification by a Responsible Officer of this the Borrower that such documents are in full force and effect as of the Closing Date and that the conditions specified in Sections 4.01(c), (d), (e) and (i) have been satisfied or waived; and provided, however, that, each of the requirements set forth in clause (v) above, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (except for the execution and delivery of the Security Agreement signed and to the extent that a Lien on behalf such Collateral may be perfected solely (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the delivery of stock certificates of the Borrower and the Guarantors to the extent possession of such partystock certificates or other certificates perfects a security interest therein or (z) by a filing with the United States Patent and Trademark Office or United States Copyright Office) 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 without undue burden or expense if the Borrower agrees to deliver, or cause to be delivered, such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) The Administrative Agent shall have received: All fees and expenses required to be paid hereunder (i) from the Loan Partiesand, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Partyexpenses, UCC-1 financing statementsinvoiced at least three Business Days before the Closing Date) shall have been paid from the proceeds of the initial fundings under the Facilities, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required including fees pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankFee Letter. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryPrior to or substantially concurrently with the initial Borrowing on the Closing Date, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith)Equity Contribution shall have been consummated, (ii) the accuracy and completeness of copies Acquisition shall have been consummated in all material respects in accordance with the terms of the certificate Acquisition Agreement (without giving effect to any amendments, waivers or articles consents thereto or modifications thereof that amend or waive any terms of incorporationthe Acquisition Agreement in a manner materially adverse to the Commitment Parties without the consent of the Arrangers, association such consent not to be unreasonably withheld, conditioned or organization delayed); provided that (x) any decrease in the Acquisition Consideration (other than (A) pursuant to any purchase price or memorandum similar adjustment provisions set forth in the Acquisition Agreement or (B) any decrease of association total Acquisition Consideration to the extent such decrease is applied to reduce the amount of the Term Facility, the Second Lien Term Facility and the Equity Contribution on a pro rata basis) shall be deemed to be materially adverse to the interests of the Commitment Parties, (y) any increase in the consideration for the Acquisition shall be deemed not to be materially adverse to the interests of the Commitment Parties so long as funded through an increase in the Equity Contribution and (z) any amendment or other equivalent thereof) modification to the definition of each such Loan Party certified by “Company Material Adverse Effect” set forth in the relevant authority Acquisition Agreement without the prior written consent of the jurisdiction of organization of each Arrangers (such Loan Party and copies consent not to be unreasonably withheld, conditioned or delayed) shall be deemed to be materially adverse to the interests of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), Lenders; (iii) incumbency (to the extent applicable) Refinancing shall have been consummated and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party all security interests and guarantees in connection therewith shall have been terminated and released; and (iv) the good standing (or subsistence or existence) of each such Loan Party from Parties shall have entered into the Secretary of State (or similar official) of Second Lien Loan Documents providing for the state or other jurisdiction of such Loan Party’s organization (Second Lien Term Loans in an aggregate principal amount equal to the extent relevant and available in the jurisdiction of organization of such Loan Party)$110,000,000. (d) The Borrowers Since March 16, 2014, no Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have paid or caused occurred and continue to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required be in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPexistence. (e) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. (f) The Administrative Agent shall have received the executed legal opinions of Annual Financial Statements and the Quarterly Financial Statements (it being understood the Administrative Agent hereby acknowledges receipt thereof). (g) The Arrangers shall have received the Pro Forma Financial Statements. (h) The Administrative Agent shall have received at least 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 days prior to the Closing Date. (i) Xxxx Xxxxxxx P.C., counsel to ESI and, The representations and warranties made by or with respect to the limited extent New York law is applicable, Company in the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel Acquisition Agreement that are material to the Loan Parties party heretointerests of the Lenders shall be true and correct in all respects, but only to the extent that the Parent or its applicable affiliates have or would have the right (determined without regard to any notice requirement) to terminate their obligations under the Acquisition Agreement or decline to consummate the Acquisition as customary a result of a breach of such representations and warranties. Without limiting the generality of the provisions of Section 9.03(e), for transactions purposes of determining compliance with the conditions specified in this typeSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject only to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the each applicable Collateral AgreementDocument and the Perfection Certificate, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to (x) each Loan PartyParty (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or and for any Holdings, the District of Columbia and (y) each Loan Party that is a Foreign Canadian Subsidiary, evidence of filing of financing statements (or the District equivalent perfection filing) under the PPSA in each jurisdiction of Columbiaorganization or formation, the jurisdiction in which its chief executive office, registered office or domicile is located and the jurisdictions in which its tangible assets are located, (iviii) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Pledge and Security AgreementCollateral Documents, (viv) delivery of stock certificates for certificated Equity Interests that constitutes constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (viv) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or PPSA financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers Initial Borrower shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPLLP and one firm of local counsel to the Secured Parties in any material relevant jurisdiction (in each case to the extent invoiced at least three Business Days prior to the Closing Date). (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxxxx Xxxxxxx P.C.LLP, counsel to ESI and, to the limited extent New York law is applicable, Initial Borrower and the other Loan Parties party hereto, as customary for transactions of this type, and (ii) Xxxxxxxx Xxxxxxx LLP, Canadian counsel to the Loan Parties, (iii) XxXxxxx Xxxxxx, Canadian local counsel to the Loan Parties party heretoParties, in each case, as customary for transactions of this type. (f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender, duly executed by the Initial Borrower. (g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Proceeds of Crime Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the Closing Date. (h) The Administrative Agent shall have received a Request for Credit Extension in accordance with Section 2.02(a) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed. (i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto as Exhibit D, to the effect that, immediately after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent. (i) The Specified Representations shall be true and correct in all material respects as of 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) (and in each case, all respects if qualified by “materiality”, “Material Adverse Effect” or other similar qualifier) and (ii) subject to Section 1.10, the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible Officer of the Initial Borrower as to the matters set forth in this clause (j). (k) The Administrative Agent shall have received the Audited Financial Statements, the Target Audited Financial Statements, the Unaudited Financial Statements for the fiscal quarter ending on March 31, 2024, and the Pro Forma Financial Statements. (l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date. (m) The Borrower Equity Contribution shall have been made or will be made concurrently with the Closing Date. The Closing Date Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the Closing Date Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Arrangers) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that (x) any decrease in the purchase price of the Closing Date Acquisition will be deemed not to be materially adverse to the interests of the Arrangers so long as such decrease is allocated first to reduce the Initial Term Loans until the Term Loan Facility has been reduced to $675,000,000 and thereafter to reduce the Initial Term Loans and the Borrower Equity Contribution on a pro rata, dollar-for-dollar basis (or, at the option of Holdings in its sole discretion, to reduce the Initial Term Loans first and to reduce the Borrower Equity Contribution on a less than pro rata basis), (y) any increase in the purchase price of the Closing Date Acquisition will be deemed not to be materially adverse to the interests of the Arrangers so long as such increase is funded by amounts permitted to be drawn under the Revolving Credit Facility (subject to the limitation on the maximum amount of Revolving Credit Loans available on the Closing Date pursuant to Section 7.11) or proceeds of common equity (or other equity on terms reasonably satisfactory to the Arrangers) and (z) any change to the definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Arrangers). The Borrower Equity Contribution shall be applied to finance the Closing Date Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions. (n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing will be consummated and any other existing third-party indebtedness for borrowed money of Holdings, the Acquired Business and their respective Subsidiaries shall have been refinanced. (o) Since the date of the Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the Acquisition Agreement. For purposes of determining compliance with the conditions specified in this Section 5.01, 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.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section 4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralduly executed by each Loan Party, together with appropriate instruments (subject to the last paragraph of transfer endorsed this Section 4.01) evidence that all action that the Collateral Agent in blankits reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken; (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement 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; (vii) 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 (where such concept is applicable) 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 of (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to each Agent and each Lender, as to the matters set forth in Exhibit I; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent; (a) consolidated audited financial statements (consisting of consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity) of the Target as of April 30, 2012 and Xxxxx 00, 0000, (x) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for the six (6) months’ period ended October 31, 2013, (c) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for each fiscal quarter (and the Loan Documents corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or other documents executed at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor after giving effect to the Transactions as if the Transactions had occurred as of such date (in connection herewith the case of such balance sheet) or therewithat the beginning of such period (in the case of the statement of operations), in each case of the foregoing clauses (a), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such dateb), (iiic) incumbency and (d) prepared in accordance with GAAP. (xi) a Committed Loan Notice relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01(e), 4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date; and (xiv) evidence that the ABL Loan Documents shall have been executed and delivered by all of organization the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the ABL Facility) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of such Loan Party)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 Term Facility, Second Lien Loans in an aggregate principal amount of $160,000,000, loans under the ABL Facility, and Permitted Surviving Debt. (d) The Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required in connection Term Facility, without giving effect to any amendments thereto, waivers thereof or consents with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, respect thereto that are materially adverse to the limited extent New York law is applicableLenders in their capacity as Lenders, without the other Loan Parties party heretoconsent of each Initial Lender, as customary for transactions of this type, and (ii) local counsel such consent not to the Loan Parties party hereto, as customary for transactions of this typebe unreasonably withheld or delayed.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for make its initial Credit Extension on the Closing Date hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received from be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party that is Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a party hereto a counterpart of this Agreement signed on behalf of such party. (brecent date before the Closing Date) The and each in form and substance reasonably satisfactory to the Administrative Agent shall have received: and its counsel: (i) from the Loan Parties, executed counterparts of the applicable Collateral this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01) and the Intercompany Note, as applicable; (ii) from the Borrowers, a Note executed by the Borrowers for Borrower in favor of each Lender that requests such requesting a Note, ; (iii) with respect to the Security Agreement, duly executed by each Loan Party, UCC-1 together with (subject to the last paragraph of this Section 4.01): (A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) copies of financing statements, as applicablefiled or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and (C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a form appropriate for filing in manner reasonably satisfactory to the state Collateral Agent (including, without limitation, receipt of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, duly executed payoff letters and UCC-3 termination statements); (iv) executed the Intellectual Property Security Agreements as required pursuant Agreement, duly executed by each Loan Party, together with (subject to the Pledge last paragraph of this Section 4.01) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement, Agreement has been taken; (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateralthe Intercreditor Agreement, together with appropriate instruments of transfer endorsed in blankduly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent; (vi) all agreements such customary certificates of resolutions or instruments representing or evidencing the Collateral accompanied by instruments other action, incumbency certificates and/or other certificates of transfer and stock powers undated and endorsed in blank. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative Responsible Officers of each Loan Party that as the Administrative Agent or the Collateral Agent may 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 hereto, in each case, certifying as or is to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party be a party and authorizing the execution, delivery and performance of this Agreement (and 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; (vii) 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 of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 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; (ix) a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other documents executed transactions contemplated hereby, are Solvent; (x) (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 connection herewith or therewiththe 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 accuracy Transactions and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency with no reconciliation to IFRS or GAAP; (xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the extent applicableinitial Credit Extension; (xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d), 4.01(e), 4.01(i) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv4.01(j) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) have been satisfied as of the state or other jurisdiction Closing Date; and (xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of such Loan Party’s organization (the Persons stated to be party thereto in their respective forms then most recently delivered to the extent relevant Administrative Agent, and available evidence that the “Closing Date” (as defined in the jurisdiction Second Lien Credit Agreement) will occur on the Closing Date. (b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner described in the definition of organization the “Transactions”. (c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of such Loan Party)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 Borrowers Acquisition shall have paid or caused to have been paid be consummated pursuant to the Administrative Agent and Acquisition Agreement, substantially concurrently with the Collateral Agent all reasonable out-of-pocket costs and expenses initial funding of the Administrative Agent required Facilities, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in connection with this Agreementtheir capacity as Lenders, including expenses associated with without the arrangementconsent of each Initial Lender, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPsuch 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, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date. (g) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the 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 representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement 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 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). (k) The Administrative Agent shall have received the executed legal opinions 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, 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 hereunder 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 (x) 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) Xxxx Xxxxxxx P.C., counsel customary Uniform Commercial Code Lien searches with respect to ESI and, to the limited extent New York law is applicableHoldings, the other Loan Parties party heretoBorrower and the Subsidiary Guarantors, as customary for transactions in each case, in its jurisdiction of this typeorganization, and (ii) local counsel 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 so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the Loan Parties party heretoavailability of the Facilities on the Closing Date, but may instead be provided within ninety (90) days after the Closing Date, subject to such extensions as customary for transactions are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Borrower and (y) to the extent any Guarantee of this typeany 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, however, that the release of such executed Guarantees shall not be a condition to the availability of the Facilities on the Closing Date).

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on On the Closing Date is subject to the following conditions precedentDate: (a) The Administrative Agent This Agreement shall have received from each Loan Party that is been duly executed and delivered by a party hereto a counterpart Responsible Officer of this Agreement signed on behalf of such partythe Borrower. (b) The Administrative Agent shall have received: (i) from , on behalf of itself and the Lenders, an opinion of Weil, Gotshal & Xxxxxx LLP, special counsel for the Loan PartiesParties dated the Closing Date and addressed to the Administrative Agent and the Lenders, executed counterparts of the applicable Collateral Agreement, (ii) from the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing substantially in the state form of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or for any Loan Party that is a Foreign Subsidiary, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankExhibit K hereto. (c) The Administrative Agent shall have received (i) a customary closing copy of the certificate from or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified as of a secretaryrecent date by the Secretary of State of the state of its organization, assistant secretary or similar officer or authorized representative and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a party heretotrue and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, in each case, certifying as to (iB) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors Directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in full force and effect, (C) that (except in connection herewith or therewith), (iiwith the Acquisition) the accuracy and completeness of copies of the certificate or articles of incorporation, association incorporation or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (except i) above, and (D) as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document on behalf of each such Loan Party and (iv) countersigned by another officer as to the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) incumbency and specimen signature of the state Secretary, Assistant Secretary or other jurisdiction of such Loan Party’s organization Manager(s), as applicable, executing the certificate pursuant to clause (to the extent relevant and available in the jurisdiction of organization of such Loan Party)ii) above. (d) The Borrowers Administrative Agent shall have paid or caused to have been paid to received a certificate, dated the Administrative Agent Closing Date and the Collateral Agent all reasonable out-of-pocket costs and expenses signed by a Responsible Officer of the Administrative Agent required in connection with this AgreementBorrower, including expenses associated certifying compliance with the arrangementconditions precedent set forth in paragraphs (h), negotiation (i) and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP(s) below. (e) The Security Documents (other than any Mortgages) shall have been duly executed and delivered by a Responsible Officer of Holdings and each Loan Party that is to be a party thereto. All actions necessary to establish that the Collateral Agent will have a perfected second priority Lien on the Collateral (subject to Liens permitted by Section 6.02) shall have been taken to the extent required by the Security Documents. (f) The Administrative Agent shall have received the executed legal opinions results of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to searches of the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, Uniform Commercial Code filings (or equivalent filings) and (ii) local counsel bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Loan Parties party heretoin the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search. (g) The Administrative Agent shall have received a certificate as customary to coverage under the insurance policies required by Section 5.02. (h) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date. (i) The representations made by the Company (as defined in the Acquisition Agreement) and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders under this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date (except to the extent relating to an earlier date, in which case, such representations shall be true and correct in all material respects as of such earlier date), except for any such failure to be true and correct that does not provide the Acquisition Corp. or any of its Affiliates the right to terminate its or such Affiliate’s obligations under the Acquisition Agreement as a result thereof. (j) The Acquisition shall be consummated substantially concurrently with or prior to any funding of the Loans substantially pursuant to the provisions of the Acquisition Agreement, without giving effect to any amendment, consent, waiver or other modification thereof or thereto from the executed form thereof delivered to the Arrangers on June 30, 2011 that is materially adverse to the interests of the Lenders that is not approved by the Arrangers (it being agreed that any reduction in the purchase price thereunder of over 10% shall be deemed to be materially adverse to the Lenders and any reduction of such purchase price of less than 10% shall not be deemed materially adverse to the Lenders and shall be allocated (x) 60% to a reduction in the aggregate principal amount of loans under the Credit Facilities and (y) 40% to a reduction in the amount of the Equity Contribution). (k) After giving effect to the consummation of the Acquisition and the repayment of certain Indebtedness on the Closing Date, the Borrower and its subsidiaries (other than Edline Holdings, Inc. and its subsidiaries) shall have no outstanding preferred equity or indebtedness for borrowed money, in each case held by third parties, except for indebtedness incurred as a result of the Loans, loans under the First Lien Facilities, and Acquired Indebtedness and Capitalized Lease Obligations, each as set forth on Schedule 6.01. (l) Since December 31, 2010, there shall not have occurred a Company Material Adverse Effect. (m) The Lenders shall have received (i) audited consolidated financial statements of the Company for the fiscal years ended on December 31 on each of 2008, 2009 and 2010, certified by the Company’s independent registered public accountants with an unqualified opinion thereon, (ii) unaudited consolidated financial statements for the Company for the most recent of the first three interim quarterly periods for which financial statements are available (but in no event for a period ended less than 45 days prior to the Closing Date) and (iii) a pro forma consolidated balance sheet of the Company as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) or (ii) and a pro forma statement of operations for the 12-month period ending on such date, in each case adjusted to give effect to the Transactions and the other transactions related thereto and such other adjustments as shall be agreed between the Borrower and the Arrangers. (n) The Administrative Agent shall have received a certificate dated the Closing Date of the Chief Financial Officer of the Borrower substantially in the form of Exhibit J certifying the solvency, after giving effect to the Transactions, of the Borrower and its subsidiaries on a consolidated basis. (o) The Borrower shall have received the Equity Contribution. (p) The Administrative Agent shall have received a promissory note in form and substance reasonably acceptable to the Administrative Agent executed by the Borrower in favor of each Lender requesting a promissory note; (q) All fees required to be paid on the Closing Date to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid (which amounts may be offset against the proceeds of the Credit Facilities). (r) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the Administrative Agent or any Arranger that the Administrative Agent or such Arranger has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act. The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02). Notwithstanding anything to the contrary contained herein, the conditions precedent contained in clauses (c), (e), (h) and (r) shall not be applicable to Edline Holdings, Inc. and its subsidiaries, and the Edline Acquisition shall not be made on or prior to the Closing Date if such conditions precedent would not have been satisfied with respect to Edline Holdings, Inc. and its subsidiaries. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this typeSection 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 Date specifying its objection thereto.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the Closing Date is subject to the following conditions precedent: (a) The Administrative Agent shall have received from each Loan Party that is a party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Administrative Agent shall have received: (i) from the Loan Parties, executed counterparts of the each applicable Collateral AgreementDocument and the Perfection Certificate, (ii) from the BorrowersInitial Borrower, a Note executed by the Borrowers Initial Borrower for each Lender that requests such a Note, (iii) with respect to (x) each Loan PartyParty (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party or and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act, (iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Pledge and Security AgreementCollateral Documents, (v) delivery of stock certificates for certificated Equity Interests that constitutes constitute Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank; provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period as the Administrative Agent may agree. (c) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party). (d) The Borrowers shall have paid or caused to have been paid to the Administrative Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP. (e) The Administrative Agent shall have received the executed legal opinions of (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type.

Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for 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 (or its counsel) shall have received from the Borrower and each Loan Party Person that is will be a party hereto Guarantor on the Closing Date (i) a counterpart of this Agreement signed on behalf of such partyparty or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received: (i) from , on behalf of itself, the Collateral Agent and the Lenders, written opinions Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, executed counterparts of dated the applicable Collateral AgreementClosing Date, (iiy) from addressed to the Borrowers, a Note executed by the Borrowers for each Lender that requests such a Note, (iii) with respect to each Loan Party, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formationAdministrative Agent, the jurisdiction Collateral Agent and the Lenders and (z) in which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, form and substance customary for transactions of such Loan Party or for any Loan Party that is a Foreign Subsidiarythis type. The Borrower, the District of Columbia, (iv) executed Intellectual Property Security Agreements as required pursuant other Loan Parties and the Administrative Agent hereby instruct such counsel to the Pledge and Security Agreement, (v) delivery of stock certificates for certificated Equity Interests that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blankdeliver such legal opinions. (c) The Administrative Agent shall have received a customary closing certificate from a secretaryreceived, assistant secretary or similar officer or authorized representative in the case of each Loan Party that is Party, each of the items referred to in subclauses (i) and (ii) below: (i) a party heretocopy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Loan Party, in each case, certifying certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (ito the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); and (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such Loan Party, dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing bodymanaging member or equivalent) of each such Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or other documents executed amended and are in connection herewith or therewith), full force and effect on the Closing Date, (iiC) the accuracy and completeness of copies of that the certificate or articles of incorporation, association incorporation or organization (or memorandum certificate of association or other equivalent thereof) formation of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each such Loan Party and copies of the by-laws or operating, management, partnership or similar agreement of each such Loan Party and that such documents or agreements have has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (except i) above, (D) as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) incumbency and specimen signatures signature of each officer, director or authorized representative officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan Party’s organization , and (E) a certificate of a director or an officer as to the extent relevant incumbency and available in specimen signature of the jurisdiction of organization of such Loan Party)Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Borrowers Administrative Agent (or its counsel) shall have paid received an executed copy of (i) the First Lien Intercreditor Agreement, duly executed by each party thereto and (ii) an executed copy of the Junior Lien Intercreditor Agreement, duly executed by each party thereto; (i) The Administrative Agent (or caused its counsel) shall have received copies of each Collateral Document that is required to be executed on the Closing Date, duly executed by each Loan Party party thereto, together with evidence that all other actions, recordings and filings required by the Collateral Documents as of the Closing Date subject to the last paragraph of this Section 4 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Collateral Document and perfect such Liens to the extent required by, and with the priority required by, such Collateral Document shall have been paid delivered to the Collateral Agent for filing, registration or recording, and (B) subject to the last paragraph hereof, to satisfy the Collateral and Guarantee Requirement, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent to the extent required to be satisfied on the Closing Date; (ii) Subject to the terms of the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, all Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Loan Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all reasonable out-of-pocket costs and expenses of certificates, if any, representing such securities pledged under the Administrative Agent required in connection with this Security Agreement, including expenses associated with the arrangement, negotiation and preparation accompanied by instruments of this Agreement, and the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLPtransfer and/or undated powers endorsed in blank. (eiii) The Administrative Agent shall have received customary UCC lien searches with respect to the executed legal opinions Borrower and the Guarantors in their applicable jurisdictions of organization. (f) The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement. (g) (i) Xxxx Xxxxxxx P.C., counsel to ESI and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions no Default or Event of this type, Default shall have occurred and be continuing and (ii) local counsel all representations and warranties made by any Loan Party contained herein or in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein). (h) The Administrative Agent shall have received (a) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the nine-month period ending September 30, 2020 and (b) a pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending December 31, 2019, in each case, 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 statement of income). (i) On the Closing Date, the Administrative Agent (or its counsel) shall have received (i) a solvency certificate substantially in the form of Exhibit E-2 hereto and signed by a Financial Officer of the Borrower and (ii) a Committed Loan Notice in accordance with the requirements hereof. (j) The Administrative Agent shall have received evidence that the Borrower shall have made commercially reasonable efforts to (i) obtain and effect all insurance required to be maintained pursuant to the Loan Parties party heretoDocuments and (ii) to have the Administrative Agent has been named as loss payee and/or additional insured under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named. (k) All (i) Closing Fees and (ii) all fees and expenses required to be paid hereunder and invoiced at least three (3) Business Days before the Closing Date (or such shorter period as may be reasonably agreed by the Borrower) shall have been paid in full in cash or netted from the proceeds of the initial fundings hereunder. (l) The Administrative Agent (or its counsel) shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, as customary for transactions including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date. Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than any a lien on Collateral that may be perfected solely (A) by the filing of a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower’s wholly owned Domestic Subsidiaries that are Material Subsidiaries) is not or cannot be provided and/or perfected on the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute conditions precedent to the initial Borrowing under this typeAgreement, but shall be required to be delivered, provided, and/or perfected within the later of (x) (i) in the case of Mortgages required to be delivered pursuant to the Collateral Coverage Minimum to the extent constituting Collateral under the First Lien Credit Agreement, by the dates provided in the definition of “Collateral Coverage Minimum” or in accordance with the period set forth in the First Lien Credit Agreement and (ii) in the case of all other Collateral not otherwise described in the preceding clause (i), 10 Business Days following the Closing Date and (y) the time periods specified on Schedule 6.16.