Common use of Consummation of the Transaction Clause in Contracts

Consummation of the Transaction. (i) The Acquisition Agreement shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. (ia) The Acquisition Each of the Seller and Purchaser shall take all reasonable action necessary to consummate the transactions contemplated by this Agreement and will use all necessary and reasonable means at its disposal to obtain (and cooperate with the other party in obtaining) all necessary approvals of the FCC and Third Party Consents required to enable it to consummate the transactions contemplated by this Agreement. Except as otherwise provided herein, each of the Seller and Purchaser acknowledges and agrees that it shall pay all costs, fees and expenses incurred by it in obtaining such necessary consents and approvals. Each party shall make all filings, applications, statements and reports to all governmental agencies or entities which are required to be made prior to the Closing Date by or on its behalf pursuant to any statute, rule or regulation in connection with the transactions contemplated by this Agreement, and copies of all such filings, applications, statements and reports shall be provided to the other. (b) If the FCC determines that the transactions contemplated hereby or a portion thereof are inconsistent or violative of FCC rules or regulations, the parties agree that they will negotiate in good faith to amend, modify or restructure the transactions contemplated hereby so as to be consistent with FCC rules and regulations. (c) Seller will use its reasonable best efforts to obtain all Third Party Consents as promptly as practicable after the date of this Agreement. All Third Party Consents shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreementform reasonably satisfactory to Purchaser, and none shall provide for any increase in cost or other change in terms and conditions after the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action Closing which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to Purchaser. With respect to the interests assignment to Purchaser of Seller's roof top rights for the auxiliary antenna located at Valley Commerce Center, the Third Party Consent shall be in writing, shall expire no later than the stated expiration date in 2004 of Seller's studio lease at Valley Commerce Center (it being acknowledged by Purchaser that Seller shall not be required to assign any roof top rights for subsequent periods) and shall not impose any costs for such rights on Purchaser. (d) If any Third Party Consent has not been obtained prior to Closing and prior to Closing an Alternative Arrangement (as defined below) has been obtained with respect to the Assumed Contract to which such Third Party Consent pertains (in each case, a "Deferred Contract"), then the Seller shall retain, until such time as such Third Party Consent shall have been obtained by the Seller, all rights to and liabilities under the Deferred Contract. Until the assignment of the Lead Arranger Deferred Contract, (i) the Seller shall continue to use reasonable best efforts and the Purchaser shall cooperate with the Seller to obtain all required consents or Lenders approvals to remove any other impediments to such assignment, and (ii) the Seller shall cooperate with the Purchaser (and the Purchaser shall cooperate with the Seller) in any material respectlawful arrangement to provide (to the extent permitted without breach of such Deferred Contract and as determined in the reasonable opinion of the Purchaser) that the Purchaser shall receive the benefits of such Deferred Contract after the Closing Date to the same extent, and without any additional cost or expense to Purchaser and without any diminution in broadcast signal quality, as if such Deferred Contract had been assigned to the Purchaser (such arrangement, an "Alternative Arrangement"). To the extent that the Purchaser receives such benefits, the Purchaser shall assume the Seller's obligations and liabilities thereunder arising on or after the Closing Date with respect to such Alternative Arrangement and the Purchaser shall perform any such case without the prior written consent obligations of the Administrative AgentSeller arising under such Alternative Arrangement. The Administrative Agent If, subsequent to the Closing, the Seller shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to the Purchaser and assumed by the Purchaser, without need of further action by the Seller or of further documentation except for notice from the Seller to the Purchaser that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Purchaser, (i) no party shall have receivedany further liability under the Alternative Arrangement related thereto, and (ii) the Deferred Contract shall be deemed to be an Assumed Contract. (e) Prior to Closing, Seller shall provide written notice to third parties which have entered into material contracts with any of the Stations (other than the Assumed Contracts) regarding (i) the existence of this Agreement and the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations of the Seller or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) the Stations in respect of the transfer contracts with such third parties. Seller shall promptly provide copies of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory these written notices to the Lead Arranger of the consummation of the AcquisitionPurchaser. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. On the Borrowing Date, the following shall be true: (i) The Acquisition the Merger Agreement shall be in full force and effect and concurrently with effect, without any waiver or amendment of any term or other condition thereof; (ii) the funding of the Loans hereunder, the Acquisition Tender Offer shall have been consummated in accordance with applicable law and in accordance with the terms Acquisition Documents, without any waiver or amendment of any term or other condition thereof; (iii) the recommendation of the Acquisition Agreement, and Board of Directors of the Acquisition Agreement Parent with respect to the Transaction shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders modified in any material respectrespect or withdrawn; (iv) the Minimum Condition shall have been satisfied and Acquisition Co shall have accepted for payment up to the Maximum Number of shares under the Tender Offer and, in any such case as a result thereof, the Parent shall be able to effect the Merger without the prior written consent affirmative vote of the Administrative Agent. The Administrative Agent any other Person; (v) no Change of Control shall have received, or shall receive concurrently, copies of duly completed, executed occurred; (vi) all necessary material governmental and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) third party approvals in connection with the incurrence of the ABL Loans Transaction shall have been obtained and remain in effect, and all applicable waiting periods shall have expired (including, without limitation, amortizationthose prescribed by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976), maturitiesin each case, interest ratewithout any action being taken by any authority which restrains, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all prevents or imposes materially adverse conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to upon the consummation of each component of the Transaction to be consummated on transactions contemplated by the Loans (or prior to which may have any such effect); (vii) the Restatement Effective DateParent, the Company Borrower, Essex and its their respective Subsidiaries shall have no indebtedness Indebtedness outstanding except as permitted by Section 6.01(i)-(xvii), inclusive; (viii) there shall not have occurred after October 21, 1998 any material adverse change to the syndication market for money borrowed credit facilities similar in nature to the Loans and there shall not have occurred after October 21, 1998 and be continuing a material disruption of or preferred stock outstanding other than (i) material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication of the Loans, (ii) in each case as determined by the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes Administrative Agent in its reasonable discretion; and (vix) certain other indebtedness existing on not less than a majority of the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries board of directors of Essex International shall be true and correct to the extent required by the condition set forth in Section 5.3.3 comprised of the Acquisition AgreementParent's designees and all actions (including any amendment of the bylaws of Essex International) necessary to cause the foregoing shall have been taken.

Consummation of the Transaction. (ia) The Acquisition Agreement Transaction, including all of the terms and conditions thereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders or members of the parties thereto, and all Transaction Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect and concurrently with effect. The Transaction (other than the funding Merger, the elements of the Loans hereunder, Intercompany Reorganization described in Item 9 of Schedule XVI and the Acquisition payment of fees and expenses) shall have been consummated in accordance with the terms of the Acquisition Agreement, all applicable law and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisitionrespective Transaction Documents. (iib) On or prior to the Restatement Effective Initial Borrowing Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentationi) in connection with the incurrence of the ABL Loans (includingVCP IV and, without limitationat VCP IV's election, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be investors reasonably satisfactory to the Administrative Agent Required Banks shall have made a capital contribution to Torque of at least $53,300,000 in cash in exchange for all the outstanding limited liability company units of Torque (the "Equity Financing"), and (ii) Torque or Torque Merger Sub shall have used all conditions precedent of the proceeds from the Equity Financing to purchase shares of Holdings Common Stock tendered pursuant to the incurrence Tender Offer. (c) On the Initial Borrowing Date, (i) each of the ABL Loans as set forth conditions to purchase contained in the ABL Credit Tender Offer Documents shall have been satisfied in all material respects (and not waived without the consent of the Administrative Agentwaived) to the reasonable satisfaction of the Administrative Agent, (ii) all shares of Holdings Common Stock to be purchased on such date shall have been tendered to Holdings and Torque, and such shares shall not have been validly withdrawn and shall be available for purchase in accordance with the terms and conditions of the Tender Offer Documents and (iii) there shall be sufficient shares of Holdings Common Stock tendered pursuant to the Tender Offer such that, immediately following the consummation of the Tender Offer, Torque, Torque Merger Sub, Xxxxx Xxxxxxx, management of Holdings and its Subsidiaries, their respective Affiliates and the Foundation shall own at least 66- 2/3% of the outstanding Holdings Common Stock. (i) On the Initial Borrowing Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated (or either incorporated herein as a Letter of Credit or supported with a Letter of Credit issued hereunder) and all other amounts due and owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive) and be of no further force or effect. (ii) On the Initial Borrowing Date, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens (other than Permitted Encumbrances) on the assets owned by Holdings and its Subsidiaries. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (iv) all collateral owned by Holdings or any of its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Holdings or such Subsidiary. (e) On or prior to the Restatement Effective Initial Borrowing Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds there shall have been released delivered to the Banks true and correct copies of all Documents entered into in connection with the Transaction (including, without limitation, the Tender Offer Documents, the documents governing the Equity Financing, the documents governing the Refinancing and the Merger Documents then in existence), and, to the extent different from escrowthe Tender Offer Documents or any of the exhibits thereto, all of the material terms and conditions of such Documents shall be in form and substance reasonably satisfactory to the Administration Agent. (ivf) All requisite material Governmental Authorities and third parties shall have approved or consented On the Initial Borrowing Date after giving effect to the Transaction, all applicable waiting the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or appeal periods (including other securities issued or to be issued by Holdings or any extensions thereofof its Subsidiaries) shall have expired as of the Initial Borrowing Date and there management of Holdings and its Subsidiaries shall be no governmental as disclosed to the Administrative Agent prior to the Effective Date or judicial action, actual or threatened, that could otherwise in form and substance reasonably be expected satisfactory to restrain, prevent or impose materially burdensome conditions on the TransactionAdministrative Agent. (vg) On or prior to the Restatement Effective Initial Borrowing Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect all material conditions precedent to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding (other than (ithe Merger) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition is set forth in Section 5.3.3 of the Acquisition Agreementdocumentation related thereto shall have been satisfied in all material respects and not waived.

Consummation of the Transaction. (ia) The Acquisition Agreement shall be in full force and effect and On the Initial Borrowing Date, concurrently with the funding incurrence of the Loans hereunderon such date, the Acquisition shall have been consummated in accordance with the terms Acquisition Documents and all applicable laws, and each of the conditions precedent to the consummation of the Acquisition Agreement(other than the incurrence of Loans under this Agreement but including, without limitation, the accuracy in all material respects of the representations and warranties contained in the Acquisition Agreement Agreement) shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, satisfied and the Company shall not have consented to any action which would require waived except with the consent of the Company under Agents and the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse Required Banks to the interests satisfaction of the Lead Arranger Agents and the Required Banks. (b) On or Lenders prior to the Initial Borrowing Date, (i) Holdings shall have received proceeds of at least $87,500,000 from the Equity Financing, consisting of (x) $40,000,000 in any material respectcash in connection with the Cash Equity Issuance, (y) conversion to equity in any connection with the Equity Exchange valued at $37,500,000 and (z) the equity issuance valued at $10,000,000 in connection with the Picower Payment, (ii) Holdings shall have used (x) such case without the prior written consent cash proceeds received in respect of the Administrative AgentCash Equity Issuance and (y) the available cash on its books, to make certain payments owing in connection with the Transaction (including payments to fund the Xxxxxxxxxx Xxxxxx Account referred to in Section 5.09(f) below and to fund the Preferred Stock Escrow Account referred to in Section 5.09(g) below) and after making such payments, shall have contributed the full amount of the remaining net cash proceeds and the available cash (other than an amount equal to the Permitted Fidata Amount) to the common equity of the Borrower and (iii) the Borrower shall have utilized the full amount of such common capital contribution to make payments owing in connection with the Transaction prior to or concurrently with utilizing any proceeds of the Loans. (c) On or prior to the Initial Borrowing Date, (i) the Borrower shall have received gross cash proceeds of at least $200,000,000 from the issuance of the Senior Subordinated Notes (it being understood that such cash proceeds shall include all amounts directly applied to pay underwriting and placement commissions and discounts and related fees) and (ii) the Borrower shall have utilized the full amount of such cash proceeds to make payments owing in connection with the Transaction prior to or concurrently with utilizing any proceeds of the Loans for such purpose. (i) On the Initial Borrowing Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive) and be of no further force and effect. (ii) On the Initial Borrowing Date, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by Holdings and its Subsidiaries and IVAC Holdings and its Subsidiaries. The Administrative Agent shall have receivedreceived such releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries and IVAC Holdings and its Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Agents and Required Banks. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries or IVAC Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or shall receive concurrentlyLien on, copies any patents, trademarks, copyrights, or similar interests of duly completedHoldings or any of its Subsidiaries or IVAC Holdings or any of its Subsidiaries on which filings have been made, executed (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) leasehold deeds of trust created with respect to property of Holdings or any of its Subsidiaries or IVAC Holdings or any of its Subsidiaries, in each case, to secure the obligations in respect of the transfer Indebtedness to be Refinanced, all of all, which shall be in form and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation substance reasonably satisfactory to the Lead Arranger Agents and Required Banks, and (iv) all collateral owned by Holdings or any of its Subsidiaries or IVAC Holdings or any of its Subsidiaries in the possession of any of the consummation creditors in respect of the AcquisitionIndebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Holdings or such Subsidiary or IVAC Holdings or any of its Subsidiaries, as the case may be. (iie) On or prior to the Restatement Effective Initial Borrowing Date, the Company and certain of its Subsidiaries IVAC shall have entered into commenced the ABL Credit AgreementExisting Senior Notes Tender Offer/Consent Solicitation, pursuant to which IVAC shall have offered to repurchase all Existing Senior Notes, such repurchase to take place on the Initial Borrowing Date, immediately following the Acquisition, pursuant to Section 7.18. The ABL Credit Agreement On or prior to the Initial Borrowing Date, IVAC shall comprise not less than have received sufficient Existing Senior Notes Consents pursuant to the Existing Senior Notes Tender Offer/Consent Solicitation to permit the Acquisition, the IMED Merger, the IVAC Merger and all other elements of the Transaction. (f) On or prior to the Initial Borrowing Date, Holdings shall have initiated the redemption of the 15% Debentures in the principal amount of $100.0 million in commitments. All 21,924,000 (the "Debentures Redemption"), whereby (a) Holdings shall have created an escrow account with the Administrative Agent the terms and conditions of which shall be satisfactory to the Agents (the "Debentures Escrow Account") into which Holdings shall have deposited $24,116,400 plus accrued but unpaid interest on the 15% Debentures through the respective redemption date for the purpose of consummating the Debentures Redemption and (b) on the Initial Borrowing Date, notices of redemption in accordance with the terms of the indentures governing the 15% Debentures (the "Notice of Debentures Redemption") shall have been delivered to the trustee relating thereto and the documentationholders of such 15% Debentures, notifying such trustee and holders of the Debentures Redemption to take place 30 days after the Notices of Debentures Redemption have been delivered to the holders of such 15% Debentures. (g) On or prior to the Initial Borrowing Date, Holdings shall have initiated the redemption of all of its outstanding Holdings Preferred Stock (the "Holdings Preferred Stock Redemption") for consideration equal to $7,349,561.21 whereby (a) Holdings shall have created an escrow account with the Administrative Agent the terms and conditions of which shall be satisfactory to the Agents (the "Preferred Stock Escrow Account") into which Holdings shall have deposited $7,349,561.21 for the purpose of consummating the Holdings Preferred Stock Redemption and (b) on or prior to the Initial Borrowing Date, notices of redemption in accordance with the terms of the Holdings Preferred Stock (the "Notice of Preferred Stock Redemption") shall have been delivered to the holders of the Holdings Preferred Stock notifying such holders of the Holdings Preferred Stock Redemption to take place no later than December 16, 1996. (h) On the Initial Borrowing Date, all applicable laws, and each of the conditions precedent to the consummation of the IVAC Merger (other than the incurrence of Loans under this Agreement, to the extent a condition precedent thereunder but including, without limitation, the accuracy in all material respects of the representations and warranties contained in the IVAC Merger Documents) shall have been satisfied and not waived except with the consent of the Agents and the Required Banks to the satisfaction of the Agents and the Required Banks. (i) On the Initial Borrowing Date, all applicable laws, and each of the conditions precedent to the consummation of the IMED Merger (other than the incurrence of Loans under this Agreement, to the extent a condition precedent thereunder but including, without limitation, the accuracy in all material respects of the representations and warranties contained in the IMED Merger Documents) shall have been satisfied and not waived except with the consent of the Agents and the Required Banks to the satisfaction of the Agents and the Required Banks. (j) On or prior to the Initial Borrowing Date, there shall have been delivered to the Banks true and correct copies of all Documents entered into in connection with the incurrence of the ABL Loans Transaction (including, without limitation, Acquisition Documents, the Existing Senior Notes Tender Offer/Consent Solicitation Documents, the Refinancing Documents, the Senior Subordinated Notes Documents, the Equity Financing Documents, the IVAC Merger Documents, the IMED Merger Documents and the documents relating to the Debentures Redemption and the Holdings Preferred Stock Redemption), and all of the terms and conditions of such Documents (including, without limitation, with respect to the Senior Subordinated Notes Documents, amortization, maturities, interest rate, interest periodsrates, covenants, defaults, remedies remedies, sinking fund provisions, and other terms) subordination provisions), as well as the structure of the Transaction, shall be reasonably in form and substance satisfactory to the Administrative Agent Agents and all the Required Banks. (k) All conditions precedent to the incurrence consummation of the ABL Loans Transaction as set forth in the ABL Credit Documents documentation related thereto shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date except as listed on Schedule 5(j)(viotherwise provided in this Section 5.09). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. (ia) The Acquisition Agreement shall be in full force and effect and concurrently with On the funding of the Loans hereunderInitial Borrowing Date, the Acquisition shall have been consummated in accordance with the terms of the Acquisition AgreementDocuments, which Acquisition Documents shall be in form and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented substance reasonably satisfactory to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrentlyand all applicable laws, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect each of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory conditions precedent to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans Acquisition (including, without limitation, amortizationthe accuracy in all material respects of the representations and warranties contained in the Acquisition Agreement) shall have been satisfied to the satisfaction of the Administrative Agent and not waived except with the reasonable consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). (b) The Refinancing shall have been consummated in accordance with the Refinancing Documents, maturitieswhich Refinancing Documents shall be in form and substance reasonably satisfactory to the Administrative Agent, interest rateand all applicable laws and each of the conditions precedent to the consummation of the Refinancing (including without limitation the accuracy in all material respects of the representations and warranties contained in the Refinancing Documents) shall have been satisfied, interest periodsto the satisfaction of the Administrative Agent and shall not have been waived except with the reasonable consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), covenantsand all commitments in connection with the existing funded Indebtedness for borrowed money of the Borrower, defaultsContinental and Continental Corporation (other than the existing mortgage on the home office of the Borrower) shall have been terminated. (c) Immediately prior to the consummation of the Transaction, remedies the Borrower shall have cash on hand of at least $8,160,000. (d) The Borrower shall have received gross cash proceeds from the Investment of at least $15,000,000 (it being understood and agreed that fees and expenses of counsel to the Investment purchasers and other terms) similar transaction expenses, but excluding fees payable to the Investment purchasers, may be paid or withheld from such gross cash proceeds), and all of the documentation governing the terms of the Investment shall be reasonably satisfactory to the Administrative Agent Agent. (e) Continental shall have entered into the Reinsurance Transaction, and all of the terms and conditions precedent relating to the incurrence of the ABL Loans as set forth in the ABL Credit Documents Reinsurance Transaction shall have been satisfied (and not waived without the consent of the Administrative Agent) be reasonably satisfactory to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. On the Initial Borrowing Date, the following shall be true: (i) The Acquisition the Merger Agreement shall be in full force and effect and concurrently with effect, without any waiver or amendment of any term or other condition thereof; (ii) the funding of the Loans hereunder, the Acquisition Tender Offer shall have been consummated in accordance with applicable law and in accordance with the terms Acquisition Documents, without any waiver or amendment of any term or other condition thereof; (iii) the recommendation of the Acquisition Agreement, Board of Directors of the Parent and Essex with respect to the Acquisition Agreement Transaction shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders modified in any material respectrespect or withdrawn; (iv) the Minimum Condition shall have been satisfied and Acquisition Co shall have accepted for payment up to the Maximum Number of shares under the Tender Offer and, in any such case as a result thereof, the Parent shall be able to effect the Merger without the prior written consent affirmative vote of the Administrative Agent. The Administrative Agent any other Person; (v) no Change of Control Event shall have received, or shall receive concurrently, copies of duly completed, executed occurred; (vi) all necessary material governmental and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) third party approvals in connection with the incurrence of the ABL Loans Transaction shall have been obtained and remain in effect, and all applicable waiting periods shall have expired (including, without limitation, amortizationthose prescribed by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976), maturitiesin each case, interest ratewithout any action being taken by any authority which restrains, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all prevents or imposes materially adverse conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to upon the consummation of the transactions contemplated by the Loans (or which may have any such effect); (vii) each component of the Transaction to be consummated on or prior to the Restatement Effective DateParent, the Company Borrowers and its their respective Subsidiaries shall have no indebtedness Indebtedness outstanding except as permitted by Section 8.04; (viii) there shall not have occurred after October 21, 1998 any material adverse change to the syndication market for money borrowed credit facilities similar in nature to the Loans and there shall not have occurred after October 21, 1998 and be continuing a material disruption of or preferred stock outstanding other than (i) material adverse change in financial, banking or capital markets that would have a material adverse effect on the syndication of the Loans, (ii) in each case as determined by the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes Administrative Agent in its reasonable discretion; and (vix) certain other indebtedness existing on not less than a majority of the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries board of directors of Essex International shall be true and correct to the extent required by the condition set forth in Section 5.3.3 comprised of the Acquisition AgreementParent's designees and all actions (including any amendment of the bylaws of Essex International) necessary to cause the foregoing shall have been taken.

Consummation of the Transaction. (ia) The Acquisition Agreement Transaction, including all of the terms and conditions thereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders or members of the parties thereto, and all Transaction Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect and concurrently with effect. The Transaction (other than the funding of the Loans hereunderMerger, the Acquisition Refinancing and the payment of fees and expenses) shall have been consummated in accordance with the terms of the Acquisition Agreement, all applicable law and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisitionrespective Transaction Documents. (iib) On or prior to the Restatement Effective Initial Borrowing Date, (i) VCP IV and PAEP, together with other investors and/or lenders reasonably satisfactory to the Company and certain of its Subsidiaries Required Banks, shall have entered into made a capital contribution and/or loans to the ABL Credit Agreement. The ABL Credit Agreement Parent of at least $144,000,000 in cash (and, in the case of such Persons making capital contributions, in exchange for all the outstanding limited liability company units of the Parent) (the "Equity Financing") (and all of the proceeds from the Equity Financing shall comprise not less than $100.0 million in commitments. All have been concurrently contributed as equity (the terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) which shall be reasonably satisfactory to the Administrative Agent Agent) by the Parent to Intermediate Parent, by Intermediate Parent to Holdings and by Holdings to Newco) and (ii) Newco shall have used all conditions precedent of the proceeds from the Equity Financing to purchase shares of Sunrise Common Stock tendered pursuant to the Tender Offer. (c) On or prior to the Initial Borrowing Date, Holdings (or Newco) shall have received cash proceeds in an aggregate principal amount of at least $40,000,000 from the incurrence of subordinated loans or the ABL Loans issuance of subordinated notes (the "Subordinated Notes") (and all of the proceeds from the Subordinated Notes shall, if received by Holdings, have been contributed as set forth equity by Holdings to Newco), and all of the net proceeds of the Subordinated Notes shall have been utilized to make payments owing in connection with the Transaction prior to or concurrently with the use of any proceeds of Loans. (d) On the Initial Borrowing Date, (i) each of the conditions to purchase contained in the ABL Credit Tender Offer Documents shall have been satisfied in all material respects (and not waived without the consent of the Administrative Agentwaived) to the reasonable satisfaction of the Administrative AgentAgent and (ii) all shares of Sunrise Common Stock to be purchased on such date shall have been tendered to Newco, and such shares shall not have been validly withdrawn and shall be available for purchase in accordance with the terms and conditions of the Tender Offer Documents. (iiie) On the Initial Borrowing Date, the Net Debt of Sunrise and its Subsidiaries shall not exceed the Net Debt Maximum. (f) On or prior to the Restatement Effective Initial Borrowing Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds there shall have been released delivered to the Banks true and correct copies of all Documents entered into in connection with the Transaction (including, without limitation, the Tender Offer Documents, the documents governing the Equity Financing, the documents governing the Subordinated Debt, the documents governing the Refinancing and the Merger Documents then in existence), and, to the extent different from escrowthe Tender Offer Documents or any of the exhibits thereto, all of the material terms and conditions of such Documents shall be in form and substance reasonably satisfactory to the Administrative Agent. (ivg) All requisite material Governmental Authorities and third parties shall have approved or consented On the Initial Borrowing Date after giving effect to the Transaction, all applicable waiting the ownership and capital structure (including, without limitation, the terms of any equity interests, options, warrants or appeal periods (including other securities issued or to be issued by Holdings or Sunrise or any extensions thereofof their Subsidiaries) shall have expired as of the Initial Borrowing Date and there management of Holdings and Sunrise and their Subsidiaries shall be no governmental as disclosed to the Administrative Agent prior to the Effective Date or judicial action, actual or threatened, that could otherwise in form and substance reasonably be expected satisfactory to restrain, prevent or impose materially burdensome conditions on the TransactionAdministrative Agent. (vh) On or prior to the Restatement Effective Initial Borrowing Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect all material conditions precedent to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding (other than (ithe Merger and the Refinancing) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition is set forth in Section 5.3.3 of the Acquisition Agreementdocumentation related thereto shall have been satisfied in all material respects and not waived.

Consummation of the Transaction. (i) The Acquisition Agreement shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition.On or prior to the Closing Date, the Company shall have consummated the Refinancing. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and all conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative Agent. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective EffectiveClosing Date and after giving effect to the consummation of each component of the Transaction to be consummated on or prior to the Restatement Effective EffectiveClosing Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes, subject to the immediate deposit of the redemption funds with the trustee under the Senior Note Indenture and contemporaneous satisfaction and discharge of the Senior Notes in accordance with the terms of the Senior Note Indenture on or about the Closing Date and (v) certain other indebtedness existing on the Restatement Effective EffectiveClosing Date as listed on Schedule 5(j)(vi). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. (a) On the Initial Borrowing Date, the Recapitalization shall have been consummated in accordance with the Recapitalization Documents and all applicable laws, and each of the conditions precedent to the consummation of the Recapitalization (including, without limitation, the accuracy in all material respects of the representations and warranties contained in the Recapitalization Agreement) shall have been satisfied and not waived, except with the consent of the Administrative Agent and the Banks, to the satisfaction of the Administrative Agent and the Banks. (b) On or prior to the Initial Borrowing Date (i) The Acquisition Agreement the Company shall have received at least $400,000,000 of gross cash proceeds from the sale or issuance of the Senior Subordinated Notes and the Banks shall have received complete and correct copies of all documents executed and delivered in connection with such sale and issuance or borrowing, as the case may be, each of which shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, form and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be substance reasonably satisfactory to the Administrative Agent and all conditions precedent the Banks (including but not limited to terms and provisions with respect to the incurrence interest rate, fees, maturity, subordination, covenants, events of default and remedies) and (ii) the ABL Loans as set forth in the ABL Credit Documents Company shall have been satisfied (and not waived without received at least $295,000,000 of gross cash proceeds from the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative AgentEquity Financing. (iiic) On or prior to the Restatement Effective Initial Borrowing Date, the Company Credit Parties shall have repaid in full the principal of all loans outstanding, interest thereon and other amounts due and payable under the Existing Loan Agreement and under each other agreement related thereto, and the Administrative Agent shall have received gross cash proceeds duly executed documentation either evidencing or necessary for (calculated before underwriting feesi) of at least $250.0 million from the issuance termination of the Senior Notes Existing Loan Agreement and such gross proceeds shall have been released from escrow. each other agreement related thereto, (ivii) All requisite material Governmental Authorities the cancelation of all commitments thereunder and third parties shall have approved (iii) the termination of all related agreements and guarantees and security interests granted by any Credit Party or consented any Subsidiary or any other person in connection therewith and the discharge of all obligations or interests thereunder. After giving effect to the Transaction, all applicable waiting or appeal periods (including neither the Company nor any extensions thereof) of its Subsidiaries shall have expired outstanding any shares of preferred stock (excluding preferred stock owned by the Company or its Subsidiaries) or any Indebtedness, other than (i) Indebtedness incurred under the Credit Documents, (ii) the Senior Subordinated Notes, (iii) the Preferred Stock, (iv) the Existing Senior Notes and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction(v) other indebtedness permitted under Section 8.04. (vd) On or prior to the Restatement Effective Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Documents entered into on or prior to such date in connection with the Transaction, and all of the terms and conditions of such Documents, as well as the structure of the Transaction and the ownership interests in MergerCo and the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date prior to and after giving effect to the consummation of each component Transaction, shall be in form and substance satisfactory to the Agents and the Banks (it being acknowledged that the terms and conditions of the Transaction to be consummated Recapitalization Agreement as in effect on or prior the date of execution of this Agreement is satisfactory to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(viAgents). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.

Consummation of the Transaction. (a) On the Initial Borrowing Date, the Recapitalization shall have been consummated in accordance with the Recapitalization Documents and all applicable laws, and each of the conditions precedent to the consummation of the Recapitalization (including, without limitation, the accuracy in all material respects of the representations and warranties contained in the Recapitalization Agreement) shall have been satisfied and not waived, except with the consent of the Administrative Agent and the Required Banks, to the satisfaction of the Administrative Agent and the Required Banks. (b) On or prior to the Initial Borrowing Date (i) The Acquisition Agreement the Borrower shall have received cash proceeds of at least $114,500,000 from the sale of Borrower Common Stock and Borrower Preferred Stock in connection with the Recapitalization and (ii) the Banks shall have received complete and correct copies of all documents executed and delivered in connection with such sale of Borrower Common Stock and Borrower Preferred Stock, each of which shall be in full force and effect and concurrently with the funding of the Loans hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrently, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be in form and substance reasonably satisfactory to the Administrative Agent and all conditions precedent to the incurrence of the ABL Loans as set forth in the ABL Credit Documents shall have been satisfied (and not waived without the consent of the Administrative Agent) to the reasonable satisfaction of the Administrative AgentRequired Banks. (iiic) On or prior to the Restatement Effective Date, Initial Borrowing Date (i) the Company Borrower shall have received at least $100,000,000 of gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the sale or issuance of the Senior Notes Subordinated Notes, which cash proceeds, when aggregated with the proceeds of the Loans made on the Initial Borrowing Date and such gross proceeds the equity referred to in Section 5.09(b), shall be sufficient to repay the Recapitalization Demand Note on the Initial Borrowing Date and (ii) the Banks shall have been released from escrowreceived complete and correct copies of all documents executed and delivered in connection with such sale and issuance, each of which shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (vd) On or prior to the Restatement Effective Initial Borrowing Date, the Company there shall have consummated been delivered to the Refinancing. (vi) On Administrative Agent true and correct copies of all Documents entered into on or prior to such date in connection with the Restatement Effective Date Transaction, and all of the terms and conditions of such Documents, as well as the structure of the Transaction and the ownership interests in AcquisitionCo and the Borrower prior to and after giving effect to the consummation of each component Transaction, shall be in form and substance satisfactory to the Agents and the Required Banks (it being acknowledged that the terms and conditions of the Transaction to be consummated Recapitalization Agreement as in effect on or prior the Initial Borrowing Date is satisfactory to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(viAgents). (viie) On the Restatement Effective Date and immediately prior to giving effect to the AcquisitionInitial Borrowing Date, the representations Agents shall have received evidence in form, scope and warranties with respect substance reasonably satisfactory to them that the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition matters set forth in this Section 5.3.3 of the Acquisition Agreement5.09 have been satisfied on such date.

Consummation of the Transaction. (a) On or prior to the Initial Borrowing Date, (i) The Acquisition Agreement there shall have been delivered to the Banks true and correct copies of all Merger Documents, certified as such by an appropriate officer of the Borrower, and all terms and provisions of such Merger Documents shall be in form and substance satisfactory to the Agent and the Required Banks and shall not have been amended (except for extensions) without the consent of the Agent and the Required Banks, (ii) the Merger, including all of the terms and conditions thereof, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of the parties thereto, and all Merger Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect effect, (iii) the representations and concurrently warranties set forth in the Merger Documents shall be true and correct in all material respects as if made on and as of the Initial Borrowing Date, (iv) each of the conditions precedent to the Borrower's obligations to consummate the Merger as set forth in the Merger Documents shall have been satisfied to the satisfaction of the Agent and the Required Banks or waived with the funding consent of the Loans hereunderAgent and the Required Banks, and the Acquisition Merger shall have been consummated in accordance with all applicable law and the terms Merger Documents and (v) the certificate of merger with respect to the Merger shall have been filed with the Secretary of State of the Acquisition AgreementState of Delaware. The consideration payable in connection with the Merger shall consist solely of Borrower Common Stock (with each share of Moovies common stock to be converted into the right to receive 0.75 shares of Borrower Common Stock), and all other aspects of the Merger (including financial, accounting and tax aspects) shall be satisfactory to the Required Banks. (b) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, (i) all Indebtedness of the Borrower under the Existing Borrower Credit Agreement shall be repaid in full, together with all fees and other amounts owing thereon (the "Borrower Refinanced Indebtedness") and the total commitment and all letters of credit under the Existing Borrower Credit Agreement shall have been terminated and (ii) all Indebtedness of Moovies under the Existing Moovies Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon (the "Moovies Refinanced Indebtedness" and, together with the Borrower Refinanced Indebtedness, the "Refinanced Indebtedness") and the total commitment and all letters of credit under the Existing Moovies Credit Agreement shall have been terminated. The Agent and the Required Banks shall be satisfied with the amount, and the Acquisition Agreement terms and conditions, of all Refinanced Indebtedness and, in no event, shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse aggregate amount paid pursuant to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agentpreceding sentence exceed $[[86,200,000]]. The Administrative Agent shall have received, or shall receive concurrently, received true and correct copies of duly completedthe Debt Termination Documents and all terms and conditions of such documents shall be satisfactory to the Agent and the Required Banks. (c) On the Initial Borrowing Date, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) the creditors in respect of the transfer Refinanced Indebtedness shall have terminated and released all security interests and Liens on the assets owned by the Borrower, Moovies and their respective Subsidiaries. The Agent shall have received such releases of allsecurity interests in and Liens on the assets owned by the Borrower, Moovies and not less than alltheir respective Subsidiaries as may have been requested by the Agent, of the Acquired Securities (as defined which releases shall be in the Acquisition Agreement) or other confirmation form and substance reasonably satisfactory to the Lead Arranger of Agent. Without limiting the consummation of the Acquisition. (ii) On or prior foregoing, there shall have been delivered to the Restatement Effective DateAgent (i) proper termination statements and financing change statements (Form UCC-3, PPSA Form 2-C or the Company and certain appropriate equivalent) for filing under the UCC, PPSA or equivalent statute or regulation of its each jurisdiction where a financing statement (Form UCC-1, PPSA Form 1-C or the appropriate equivalent) was filed with respect to the Borrower, Moovies or any of their respective Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence security interests created with respect to the Refinanced Indebtedness and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the ABL Loans Borrower, Moovies or any of their respective Subsidiaries on which filings have been made, (includingiii) terminations of all mortgages, without limitationleasehold mortgages, amortizationdeeds of trust and leasehold deeds of trust created with respect to property of the Borrower, maturitiesMoovies or any of their respective Subsidiaries, interest ratein each case, interest periodsto secure the obligations in respect of the Refinanced Indebtedness, covenants, defaults, remedies and other terms) all of which shall be in form and substance reasonably satisfactory to the Administrative Agent Agent, and (iv) all conditions precedent to collateral owned by the incurrence Borrower, Moovies or any of their respective Subsidiaries in the possession of any of the ABL Loans as set forth creditors in respect of the ABL Credit Documents Refinanced Indebtedness or any collateral agent or trustee under any related security document shall have been satisfied (and not waived without the consent of the Administrative Agent) returned to the reasonable satisfaction of the Administrative AgentBorrower, Moovies or such Subsidiary. (iii) On or prior to the Restatement Effective Date, the Company shall have received gross cash proceeds (calculated before underwriting fees) of at least $250.0 million from the issuance of the Senior Notes and such gross proceeds shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transaction, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vid) On the Restatement Effective Initial Borrowing Date and after giving effect to the consummation of each component of Loans incurred on the Transaction to be consummated on or prior to the Restatement Effective Initial Borrowing Date, the Company Merger and the other transactions contemplated hereby, neither the Borrower nor any of its Subsidiaries shall have no indebtedness for money borrowed any Indebtedness or preferred stock outstanding other than (i) except for the Loans, (ii) the ABL Loans Moovies Seller Note and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(vi).Existing (viie) On the Restatement Effective Initial Borrowing Date and immediately prior to after giving effect to the AcquisitionTransaction, the representations ownership, legal and warranties with respect capital structure (including, without limitation, the terms of any capital stock, options, warrants or other securities issued or to be issued by the Acquired Business Borrower or any of its Subsidiaries) and management of the Borrower and its Subsidiaries shall be true in form and correct substance satisfactory to the extent required by Agent and the condition set forth in Section 5.3.3 Required Banks. (f) On or prior to the Initial Borrowing Date, the Agent shall have received an officer's certificate from the president or chief financial officer of the Acquisition AgreementBorrower, certifying that the Loans and all other Obligations under the Credit Agreement and the other Credit Documents (including, without limitation, the Guaranties) and any Interest Rate Protection or Other Hedging Agreement with any Other Creditor (as defined in the relevant Security Document or Guaranty) constitute "Senior Indebtedness" under the Moovies Seller Note.

Consummation of the Transaction. (ia) The Acquisition Agreement shall be in full force and effect and Prior to or concurrently with the funding incurrence of the Term Loans hereunderon the Initial Borrowing Date, the Acquisition shall have been consummated in accordance with the terms of the Acquisition AgreementDocuments, which Acquisition Documents shall be in form and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and the Company shall not have consented substance reasonably satisfactory to any action which would require the consent of the Company under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lead Arranger or Lenders in any material respect, in any such case without the prior written consent of the Administrative Agent. The Administrative Agent shall have received, or shall receive concurrentlyand all Legal Requirements, copies of duly completed, executed and dated share transfer forms (ordres de mouvement) and related tax transfer forms (formulaire Cerfa n°2759) in respect each of the transfer of all, and not less than all, of the Acquired Securities (as defined in the Acquisition Agreement) or other confirmation satisfactory conditions precedent to the Lead Arranger of the consummation of the Acquisition. (ii) On or prior to the Restatement Effective Date, the Company and certain of its Subsidiaries shall have entered into the ABL Credit Agreement. The ABL Credit Agreement shall comprise not less than $100.0 million in commitments. All terms and conditions (and the documentation) in connection with the incurrence of the ABL Loans Acquisition (including, without limitation, amortization, maturities, interest rate, interest periods, covenants, defaults, remedies and other terms) shall be reasonably satisfactory to the Administrative Agent and accuracy in all conditions precedent to the incurrence material respects of the ABL Loans as set forth representations and warranties contained in the ABL Credit Documents Acquisition Agreement) shall have been satisfied (in all material respects, and not waived without waived, except with the reasonable consent of the Administrative Agent) , to the reasonable satisfaction of the Administrative Agent. (iiib) On Prior to or prior to concurrently with the Restatement Effective incurrence of the Term Loans on the Initial Borrowing Date, the Company Refinancing shall have been consummated in accordance with the Refinancing Documents, which Refinancing Documents shall be in form and substance reasonably satisfactory to the Administrative Agent, and all Legal Requirements, each of the conditions precedent to the consummation of the Refinancing shall have been satisfied in all material respects and not waived, except with the reasonable consent of the Administrative Agent, to the reasonable satisfaction of the Administrative Agent, all commitments in connection with the existing Indebtedness for borrowed money of the Borrower and the Acquired Businesses shall have been terminated and all Liens securing the Indebtedness refinanced pursuant to the Refinancing shall have been terminated and released to the reasonable satisfaction of the Administrative Agent. 20 (c) Prior to or concurrently with the incurrence of the Term Loans on the Initial Borrowing Date, the Borrower shall have received gross net cash proceeds (calculated before underwriting fees) from the Equity Investment of at least $250.0 million from the issuance 91,000,000, and all of the Senior Notes and such gross proceeds documentation governing the terms of the Equity Investment shall have been released from escrow. (iv) All requisite material Governmental Authorities and third parties shall have approved or consented be reasonably satisfactory to the TransactionAdministrative Agent (it being understood and agreed that if the entire $94,000,000 of the Equity Investment has not been received by the Borrower by the 45th day following the Initial Borrowing Date, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there an Event of Default shall be no governmental or judicial action, actual or threatened, that could reasonably be expected deemed to restrain, prevent or impose materially burdensome conditions on the Transaction. (v) On or prior to the Restatement Effective Date, the Company shall have consummated the Refinancing. (vi) On the Restatement Effective Date and after giving effect to the consummation exist as of each component of the Transaction to be consummated on or prior to the Restatement Effective Date, the Company and its Subsidiaries shall have no indebtedness for money borrowed or preferred stock outstanding other than (i) the Loans, (ii) the ABL Loans and ABL Letters of Credit, (iii) intercompany Indebtedness among the Credit Parties, (iv) the Senior Notes and (v) certain other indebtedness existing on the Restatement Effective Date as listed on Schedule 5(j)(visuch day). (vii) On the Restatement Effective Date and immediately prior to giving effect to the Acquisition, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 5.3.3 of the Acquisition Agreement.