Common use of Deliveries Clause in Contracts

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officeran Authorized Officer of each Borrower, dated the Closing Date stating that (xv) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are modified by “materiality” or “Material Adverse Change” or words of similar import, in which case they are true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder hereunder, (x) no Potential Default or Event of Default exists, and under the Loan Documents, (y) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedJanuary 30, 2010; (ii) A Simplified Borrowing Base Certificate prepared as of the Closing Date in substantially the form of Exhibit 7.3.4.1, showing the sum of Revolving Credit Availability plus the Borrowers’ cash and cash equivalents then on hand, in each case after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby (including repayment of Indebtedness under the Existing Loan Agreement (including in respect of any outstanding letters of credit issued thereunder) and payment of fees and expenses owing on the Closing Date), of at least $300,000,000; (iii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iiiiv) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer of each Loan Party and all appropriate financing statements and appropriate stock powers and stock or certificates and other certificates documents, instruments and agreements evidencing the pledged Collateral, and evidence of filing of all Collateral Documents as may be necessary to reflect valid and perfected first priority Liens in the Collateral; (v) Written opinion(s) A written opinion of each of Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP and Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Loan Parties, each dated as of the Closing Date, addressed Date and opining as to the Administrative Agent matters set forth in Schedule 6.1.1; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured and lender loss payable endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vivii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent DSW most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryDSW; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that the Existing Loan Agreement has been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) securing such obligations have been filed released; (x) Results of searches or other evidence reasonably satisfactory arrangements have been made for such filing to the Administrative Agent (including payoff letters, if applicable, in form and substance each case dated as of a date reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate indicating the absence of Liens on the chief financial officer of the Borrowing Agent as to the Solvency of each assets of the Loan Parties taken as a whole after giving effect Parties, except for Permitted Liens and Liens for which termination statements and releases reasonably satisfactory to the transactions contemplated by this AgreementAdministrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases have been made; (xi) The Statements An executed Collateral Access Agreement or other lien waiver agreement from the lessor, or other applicable Person for the fulfillment center and the Projections;main distribution center as required under the Security Agreement; and (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents documents, instruments and agreements in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that that: (xa) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder hereunder; (c) no Event of Default or Potential Default exists; and under the Loan Documents, (yd) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied;Agent. (iiiii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iiiiv) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral;. (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent;Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vivii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary;Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Indebtedness not permitted under Section 9.2 shall Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in full the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and that substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all necessary termination statementsTax, release statements ERISA, employee retirement benefit and other releases in connection with all Liens contingent liabilities to which the Borrower and its Subsidiaries may be subject. (other than Permitted Liensxii) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope Agent for the period beginning January 1, 2009 and with acceptable results; (x) A certificate of ending on the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; andExpiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible the Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrowers and demonstrating for the fiscal period ending November 30, 2010: (1) a trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries of greater than or equal to $40,000,000 and (2) that the ratio of Consolidated Funded Debt of the Loan Parties and their Subsidiaries to trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries is less than or equal to 3.25 to 1.00; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that each existing financing arrangement with any of the Loan Parties as set forth on Schedule 7.1 have been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid and all Liens securing such obligations have been released or have been agreed to be promptly released. (ix) A review of the amount and nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to which the Loan Parties may be subject; (x) Evidence that the Borrowers have sufficient mine bonding capacity to conduct their operations as projected in full accordance with the financial projections of the Borrowers and their Subsidiaries provided to the Administrative Agent; (xi) Evidence that all necessary termination statementsof the Loan Parties’ coal reserves are owned by subsidiaries of Elk Creek, release statements L.P. (known as Western Mineral Development, LLC and other releases in connection with all Liens Ceralvo Holdings, LLC), Western Diamond LLC, Western Land Company, LLC and Xxxxxxxxx Coal Company, Inc.; (other than Permitted Liensxii) have been filed or satisfactory arrangements have Evidence that a minimum cash equity infusion of $5,000,000 has been made for such filing into Elk Creek, L.P. by its partners; (including payoff letters, if applicable, in form and substance reasonably xiii) An engineering report certified by an independent engineer acceptable to the Administrative Agent setting forth a review of matters satisfactory to the Administrative Agent), including (i) the coal mines, coal reserves and business operations of the Loan Parties as related to the financial projections of the Borrowers, (ii) the Loan Parties’ coal reserves, and/or (iii) the value of the coal reserves, equipment and infrastructure of the Loan Parties; (ixxiv) The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent as to the solvency of each Loan Party after giving effect to the transactions contemplated hereby; (xv) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiixvi) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing DateDate (except as expressly set forth below), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the its representations, warranties, covenants and conditions hereunder and under the Loan Documents, (y) no Event of Default or Potential Default exists and no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied;Agent. (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (B) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (or a certification that there have been no changes to the organizational documents since last delivered to the Administrative Agent), together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral;; provided that the Loan Parties agree to take all action to perfect, at the Loan Parties’ cost, the Administrative Agent’s lien in sixty five percent (65%) of the equity in first tier Foreign Subsidiaries pursuant to the Pledge Agreement within ninety (90) days after the Closing Date or such longer period of time agreed to by the Administrative Agent. (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 6.1(a). (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent;Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent the Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agentthe Borrower; (vii) All Copies of all material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid A Lien search in full acceptable scope and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory results acceptable to the Administrative Agent)Agent showing the Liens in favor of the Administrative Agent to be a Prior Security Interest, provided that the Loan Parties agree to provide the Administrative Agent with a Lien search of the real properties owned by any of the Loan Parties or their Subsidiaries within ninety (90) days of the Closing Date, showing no Liens against any such real estate except for Permitted Liens; (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as Use commercially reasonable efforts to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, obtain an executed landlord’s waiver in form and substance acceptable to the Administrative Agent and from the lessor for each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including leased Collateral location as required under the USA PATRIOT ActSecurity Agreement; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral;, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1. (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (vi) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (vii) All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the Borrower of the Real Property, from the lessors of such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Administrative Agent (the “Lessor Consents”). (viii) To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (1) the Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement by delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (which shall be the Closing Date) pursuant to which Loans (to which the Base Rate Option applies) are requested; and (2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, addressed by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such termination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (ix) A Lien search in acceptable scope and with acceptable results. (x) Evidence that after giving effect to the transactions contemplated by the Loan Documents, the Borrower has a sufficient mine bonding capacity (or other security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in accordance with the financial projections of the Borrower and its Subsidiaries provided to the Administrative Agent. (xi) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (xii) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xiii) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xiv) Completion of all necessary FEMA flood zone diligence requirements. (xv) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Lenders and Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent;. (vixvi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible An Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such each Loan Party, certified by a Responsible Officer that each is acting in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 their capacities as such officers, shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, delivered a certificate in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency capital adequacy and solvency of each of the Loan Parties taken as a whole Party after giving effect to the transactions contemplated by this Agreement;hereby. (xixvii) The Statements A review of the amount and nature of all tax, ERISA, employee retirement benefit, environmental and all other contingent liabilities to which the Projections;Loan Parties may be subject. (xiixviii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and. (xiiixix) A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in compliance on a Pro Forma Basis with the covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of the Loans hereunder. (xx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder hereunder, the absence of any material litigation, and under no Event of Default or, to the Loan Documentsbest of its knowledge, (y) Potential Default exists and no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business existence of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing DateDate and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and in form and substance satisfactory to its counsel naming the Administrative AgentAgent as additional insured; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicableclosing date compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent), dated as of the last day of the fiscal quarter of Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrowers; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that the Existing Credit Agreement has been terminated or will be terminated concurrently with the execution of this Agreement, and all outstanding obligations and commitments thereunder have been paid; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated on or prior to the Effective Date: (i) a Note payable to the order of each Bank in the amount of such Bank’s Commitment, duly executed and delivered by Borrower; (ii) a Borrower Pledge Agreement duly executed and delivered by Borrower together with (A) certificates evidencing one hundred percent (100%) of the issued and outstanding Equity of GeoMet Operating and each other existing Domestic Subsidiary, which certificates shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (B) such financing statements as Administrative Agent shall request to evidence and perfect the Liens granted pursuant to such Borrower Pledge Agreement; (iii) a Facility Guaranty duly executed and delivered by GeoMet Operating and each existing Domestic Subsidiary of Borrower; (iv) the Amendments to Mortgages duly executed and delivered by Borrower and Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements and UCC-3 assignments and amendments, in form and substance satisfactory to the Administrative Agent:; (iv) A certificate of each a certificate, dated as of the Loan Parties signed Effective Date, executed by a Responsible Officeran Authorized Officer of Borrower stating that, dated the Closing Date stating that to his knowledge, (xA) the representations and warranties contained in this Agreement and the other Loan Parties Papers are true and correct in compliance with each of the covenants and conditions hereunder and under the Loan Documentsall respects, (yB) no Material Adverse Effect Default or Event of Default has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) which is continuing, and (zC) the all conditions stated set forth in this Section 7.1 6.1 and Section 7.2 6.2 have been satisfied; (iivi) A a copy of the articles or certificate dated the Closing Date of incorporation or comparable charter documents, and signed all amendments thereto, of each Credit Party that is a party to any Loan Paper, accompanied by a Responsible certificate that such copy is true, correct and complete, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each such Credit Party, and accompanied by a certificate of the Secretary, Assistant Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the date hereof; (vii) a copy of the bylaws or comparable charter documents, and all amendments thereto, of each Credit Party that is a party to any Loan PartiesPaper, certifying accompanied by a certificate of the Secretary, Assistant Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the date hereof; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as to: Administrative Agent has requested relating to the existence of each Credit Party that is a party to any Loan Paper and to the effect that each Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (Aix) all action taken a certificate of incumbency of the officers of each Credit Party (to the extent a party to any Loan Paper) who will be authorized to execute or attest to any Loan Paper, dated the date hereof, executed by the Secretary, Assistant Secretary or comparable Authorized Officer of each such Credit Party (as applicable); and (x) copies of resolutions or comparable authorizations approving the Loan Party to validly authorize, duly execute Papers and deliver authorizing the transactions contemplated by this Agreement and the other Loan Documents Papers, duly adopted by the Board of Directors, partners or comparable authority of each Credit Party a party to any Loan Paper, accompanied by certificates of the Secretary, Assistant Secretary or comparable officer of each such Credit Party (as applicable) that such copies are true and attaching correct copies of such resolution or other corporate or organizational action; (B) resolutions duly adopted in accordance with the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational charter documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Credit Party, certified by a Responsible Officer and that each is such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate as of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requestdate hereof.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xv) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, except for representations and warranties which (A) specifically refer to an earlier date which shall have been true and correct in all material respects as of such earlier date referred to therein, and (B) are qualified by materiality which will be true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (x) no Event of Default or Potential Default exists, (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer thereto and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date in form and substance acceptable to the Administrative Agent and the Lenders its counsel; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date for which financial statements have been delivered under the Existing Credit Agreement, signed by an Authorized Officer of Borrower, evidencing pro forma compliance with the financial covenants as of the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreementthe transactions occurring on the Closing Date and the consummation of the Project Vitality Acquisition), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, regulatory approvals and licenses and approvals required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases Absence of any legal or regulatory prohibitions or restrictions in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)transactions contemplated hereby; (ix) Absence of any Material Adverse Change from the information previously delivered to the Administrative Agent in connection with the transactions contemplated hereby; (x) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and An executed landlord’s waiver or other lien waiver agreement from the Projectionslessor, warehouse operator or other applicable Person for each leased Collateral location requested by the Administrative Agent; (xii) Certificate Receipt of Beneficial Ownership; USA PATRIOT Act Diligence. The the Loan Parties’ most recent audited financial statements, prepared in accordance with GAAP; (xiii) Evidence that any existing credit agreements, and the obligations thereunder have been paid in full and, if applicable, all liens and security interests related thereto shall have been released; (xiv) Receipt of documentation and other information as requested by the Administrative Agent or any Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act; (xv) Within three (3) Business Days prior to the Closing Date, the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership Certification and such other documentation and other information requested in connection with applicable “"know your customer” " and anti-money laundering rules and regulations, including the USA PATRIOT Act; and; (xiiixvi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited consolidated financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedexcept as set forth on Schedule 6.1.6; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed to the Administrative Agent with additional insured, mortgagee and the Lenders and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (xix) A certificate Evidence that deposit accounts have been opened at PNC for the purpose of paying the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActObligations; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible the Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) Copies of the duly executed Senior Secured Notes with a principal amount of at least $150,000,000 and the associated Senior Secured Note Indenture; (iv) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer powers an Authorized Officer and stock or other certificates evidencing the pledged Collateralall appropriate financing statements; (v) Written opinion(sThe Intercreditor Agreement duly executed by each party thereto; (vi) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1; (vii) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the last day Administrative Agent, for the benefit of the Fiscal Quarter of Borrowing Agent most recently ended Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)such property, signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses structures and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarycontents becoming Collateral; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid Delivery of pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years 2012 through 2017, including assumptions used in full and that all necessary termination preparing the forecast financial statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) All material consents required to effectuate the transactions contemplated hereby; (x) Evidence that each existing financing arrangement with any of the Loan Parties as set forth on Schedule 7.1 have been terminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released or have been agreed to be promptly released; (xi) A Lien searches search in acceptable scope and with acceptable results; (xxii) The PNC Blocked Account Control Agreement signed by an Authorized Officer and all documentation requested by PNC relating to opening of the Blocked Account thereto; (xiii) The PNC Sweep Account Control Agreement signed by an Authorized Officer and all documentation requested by PNC relating to opening of the deposit account subject thereto; (xiv) Any other Deposit Account Control Agreement signed by an Authorized Officer, and each Depository and evidence of the deposit account subject thereto; (xv) A certificate duly completed Borrowing Base Certificate as of the chief financial officer Closing Date, signed by an Authorized Officer of Borrower and demonstrating Undrawn Availability of at least $20,000,000; (xvi) A duly completed (a) Schedule of Accounts, (b) Schedule of Inventory, and (c) Schedule of Payables; (xvii) A review of the Borrowing amount and nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to which the Loan Parties may be subject; (xviii) Evidence that the Borrower has sufficient mine bonding capacity to conduct their operations as projected in accordance with the financial projections of the Borrower and its Subsidiaries provided to the Administrative Agent; (xix) The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent as to the Solvency solvency of each of the Loan Parties taken as a whole Party after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Acthereby; and (xiiixx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xA) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (B) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, C) no Event of Default or Potential Default exists, (yD) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Agent; and (zE) there are no actions, suits, proceedings or investigations pending or, to the conditions stated knowledge of any Loan Party, threatened against such Loan Party at law or in this Section 7.1 and Section 7.2 have been satisfied;equity before any Official Body which individually or in the aggregate constitute a Material Adverse Change. (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the each state of its organization where organized and in each other state where conduct of business or ownership or lease of properties or assets requires such qualificationin which the failure to be registered and in good standing would constitute a Material Adverse Change; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect; (vi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrowers ending June 30, 2017, signed by an Authorized Officer of Borrowers; (vii) All consents and regulatory approvals and licenses necessary to effectuate the transactions contemplated hereby shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions; (viii) Evidence that the indebtedness and obligations under the Existing Credit Agreement have been amended and restated and shall from and after the Closing Date, addressed Date be evidenced by this Agreement and the other Loan Documents and all Liens and security interests related to the Administrative Agent and Existing Credit Agreement have been released or terminated; (ix) Pro forma projections for the Lenders and fiscal years 2017 through 2022, all of which shall be in form and substance satisfactory to the Administrative Agent; (vix) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiixi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver the Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers Certified copies of the FERC Order and stock or other certificates evidencing the pledged Collateral;IURC Order. (v) Written opinion(s) A written opinion of counsel for the Loan PartiesBorrower, dated as of the Closing Date, addressed Date and as to the Administrative Agent and the Lenders and matters set forth in form and substance satisfactory to the Administrative AgentSchedule 7.1(a); (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryan Authorized Officer; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory All material consents required to effectuate the Administrative Agent)transactions contemplated hereby; (ix) Evidence that the Credit Agreement dated as of May 16, 2006, as amended (the "Existing Credit Agreement"), among the Borrower, Bank of America, N.A. (as successor to La Salle Bank National Association) as administrative agent, and the banks party thereto, has been terminated, and all outstanding obligations thereunder shall be paid with the proceeds of the first Loans; (x) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiixi) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall The Purchasers must have received each the following: (a) certificates representing the Purchased Securities (to the extent any Purchased Securities are certificated) duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case, by the holders of record, together with evidence satisfactory to the Purchasers that the applicable Purchaser has been entered upon the books of the following Target Companies as the holder of the Purchased Securities; (b) the certificates referred to in Section 6.1(1) and Section 6.1(2); (c) the duly executed Resignations, in form and substance satisfactory reasonably acceptable to Purchasers; (d) a “good standing” certificate (or equivalent) for each of the Target Companies (to the Administrative Agent: extent such concept is applicable to said entity) and a copy of the articles of incorporation and all amendments thereto (ior comparable document) A certificate of each of the Loan Parties signed Target Companies, in each case certified by the relevant officer of the jurisdiction of organization of such Person, each dated as of a Responsible Officer, dated date within five Business Days before the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedDate; (iie) A a certificate dated the Closing Date and signed by a Responsible Officer of from each of Shred-it and Shred-it US Holdco Inc. prepared in accordance with the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted applicable regulations under Treasury Regulations under Section 9.2 shall have been paid in full 1445 and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicableSection 897, in form and substance reasonably satisfactory to the Administrative Agent)Purchasers, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code; (ixf) Lien searches the Agreement Regarding Shared Contracts and Consent Contracts (in acceptable scope the form attached hereto as Exhibit G), duly executed by each of Shred-it, Cintas Corporation No. 2, a corporation incorporated under the Laws of the State of Nevada, and with acceptable resultsCintas Parent; (xg) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated Indemnity Escrow Agreement, duly executed by this AgreementVendors’ Representative; (xih) The Statements and evidence that all the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall outstanding stock options issued by Boost GP have received, in form and substance acceptable to been duly exercised by the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActOption Participants; and (xiiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requestBoost GP Note and the Boost Holdings Note.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are Borrower is in material compliance with each of the its representations, warranties, covenants and conditions hereunder and under the Loan Documents, (y) no Event of Default or Potential Default exists and no Material Adverse Effect has occurred and no material litigation that has or could reasonably be expected to cause a Material Adverse Effect exists since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied;Agent. (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver the Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto;an Authorized Officer. (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan PartiesBorrower, dated as of the Closing Date, addressed Date and as to the Administrative Agent and the Lenders and matters set forth in form and substance satisfactory to the Administrative Agent;Schedule 6.1.1. (v) [Intentionally Omitted]. (vi) A duly completed pro forma Compliance Certificate as of All material consents required to effectuate the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent;transactions contemplated hereby. (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results;. (xviii) A certificate The Chief Executive Officer, President or Chief Financial Officer of the chief financial officer of Borrower, acting in their capacities as such officers, shall have delivered a certificate in substantially the Borrowing form attached hereto as Exhibit 6.1.1 to the Administrative Agent as to the Solvency of each capital adequacy and solvency of the Loan Parties taken as a whole Borrower after giving effect to the transactions contemplated by this Agreement;hereby. (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Parties acceptable to the Administrative Agent in its reasonable discretion; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (xix) A certificate of An executed landlord’s waiver or other lien waiver agreement from the chief financial officer of lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Security Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder and under the Loan Documents, (y) no Event of Default or Potential Default exists and no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing DateDate and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Lenders and Administrative Agent as additional insured; (vi) A duly completed closing date compliance certificate, in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate , dated as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrowers most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrowers; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that the Existing Credit Agreement has been terminated or will be terminated concurrently with the execution of the Credit Agreement, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations and commitments thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) securing such obligations have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)released; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xv) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yw) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent Agent, (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (zx) the conditions stated in this both Section 7.1 and Section 7.2 have been satisfied, (y) there has been no material adverse change from any certificate, report, statement, agreement or other document or other written information previously supplied to the Administrative Agent and the Arrangers furnished by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents and (z) all material consents, licenses and approvals required for the delivery and performance by the Borrower of any Loan Document and the enforceability of any Loan Document against the Borrower is in full force and effect and none other is so required or necessary; provided that any increase of the Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the extension of any Expiration Date in accordance with Section 2.12 [Extension of Expiration Date] may require appropriate governmental or third party authorization thereof prior to the effectiveness of such increase or such extension, as the case may be; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (Bb) the names, authority and capacity of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party the Borrower in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification, except to the extent that the failure to be so qualified could not reasonably be expected to result in a Material Adverse Change; (iii) This Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and the parties theretoAdministrative Agent; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan PartiesBorrower, dated as of the Closing Date, Date addressed to the Administrative Agent and the Lenders each Lender and in form and substance satisfactory to the Administrative Agent; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured endorsement attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent and the Secured Parties as additional insureds; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (calculating the Funded Indebtedness to Total Adjusted Capitalization Ratio and the Total Indebtedness to Total Capitalization Ratio on a pro form basis after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)the transactions contemplated hereby and the initial Loans borrowed on the Closing Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, licenses A Lien search in acceptable scope and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarywith acceptable results; (viii) Evidence that all Indebtedness not (other than such Indebtedness permitted under Section 9.2 9.1) of the Borrower shall have been paid in full and the commitments thereunder terminated and that all necessary termination statements, release statements and other releases in connection with all Liens securing such Indebtedness (other than Permitted Lienssuch Liens permitted under Section 9.2) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiiix) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xA) the Loan Parties are in compliance with each no Event of the covenants and conditions hereunder and under the Loan DocumentsDefault or Potential Default exists, (yB) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined), (C) all material consents, licenses and approvals, if any, required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party have been obtained, (D) the Loan Parties taken as a whole after giving effect to the Transactions scheduled to occur on the Closing Date are Solvent, (E) the representations and warranties set forth herein are true and correct, and (zF) the conditions stated in this Section 7.1 (assuming the Administrative Agent’s and/or the Lenders’ satisfaction with such conditions precedent that require the Administrative Agent’s and/or the Lenders’ satisfaction) and Section 7.2 [Each Loan or Letter of Credit] have been satisfied, in each case other than those waived by the Administrative Agent and the Lenders in writing; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all attaching copies of such resolution or other corporate or organizational action duly taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (B) the names, authority and capacity of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with office; and (D) certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganization; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders Date and in form and substance reasonably satisfactory to the Administrative Agent; (viv) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior Evidence, reasonably satisfactory to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Administrative Agent, signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 9.1 [Indebtedness] shall have been paid in full or will be paid in full after giving effect to the use of proceeds from the Loans made on the Closing Date and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted LiensLiens permitted under Section 9.2) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ixvi) Lien searches in acceptable scope and with acceptable resultsThe Statements; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xiivii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and. (xiiiviii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Effective Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Effective Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated as of the Closing Effective Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Effective Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed (including originals of each Note requested by the parties thereto; (ivany Lender) Appropriate transfer signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Parties acceptable to the Administrative Agent in its reasonable discretion; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrowers most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Effective Date, signed by a Responsible an Authorized Officer of Borrowing AgentXxxxxxxx; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (xix) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other All documentation and other information requested in connection with required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request. Without limiting the generality of the provisions of the last paragraph of Section 10.3 [Exculpatory Provisions], for purposes of determining compliance with the conditions specified in this Section 7.1, 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 Effective Date specifying its objection thereto.

Deliveries. On the Closing DateA. In connection with UMBFS’ appointment as sub-transfer agent and dividend disbursing agent, the Administrative Agent SEI shall have received each of deliver or cause the following in form and substance satisfactory documents to the Administrative Agentbe delivered to UMBFS: (i1) A copy of the Declaration of Trust and By-laws of the Trust and all amendments thereto, certified by the Secretary of the Trust; (2) A certificate of each signed by the President and Secretary of the Loan Parties signed by a Responsible OfficerTrust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, dated if any, the Closing Date stating that (x) the Loan Parties are in compliance with each validity of the covenants authorized and conditions hereunder outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (Securities Act and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedany other applicable federal law or regulation; (ii3) A certificate dated the Closing Date and signed by a Responsible Officer of each certified copy of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity resolutions of the Responsible Officers authorized to sign Board of Trustees of the Loan Documents Trust appointing SEI as transfer agent and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationdividend disbursing agent; (iii4) This Agreement and each Copies of the other Loan Documents duly executed Trust’s Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment to the Trust’s Registration Statement, filed by the parties theretoTrust with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the 1940 Act, together with any applications filed in connection therewith; (iv5) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) The certificate required by Section 8.01 of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial an officer of the Borrowing Agent as to Trust and designating the Solvency of each names of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActTrust’s initial Authorized Persons; and (xiii6) Such A certificate as of a date agreed upon by the parties to this Sub-TA Agreement certifying that all accounts have been reconciled through such date. B. SEI agrees to deliver or to cause to be delivered to UMBFS in Milwaukee, Wisconsin, at SEI’s expense, all of the Trust’s Shareholder account records in a format acceptable to UMBFS, as well as all other documents in connection with such transactions as the Administrative Agent or its counsel documents, records and information that UMBFS may reasonably requestrequest in order for UMBFS to perform the Services hereunder.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated as of the Closing Date stating that (w) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver the Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers Certified copies of the FERC Order and stock or other certificates evidencing the pledged CollateralIURC Order; (v) Written opinion(s) A written opinion of counsel for the Loan PartiesBorrower, dated as of the Closing Date, addressed Date and as to the Administrative Agent and the Lenders and matters set forth in form and substance satisfactory to the Administrative AgentSchedule 7.1(a); (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness Evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing AgentAgreement is in full force and effect; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrowers signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Company delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan PartiesBorrowers, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan PartiesBorrowers, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders Date and in form and substance satisfactory to the Administrative Agent; (viv) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent the Company most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agentthe Company; (vi) All material consents required to effectuate the transactions contemplated hereby; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that the Credit Agreement dated as of July 2, 2007, among the Borrowers, the lenders party thereto and Huntington National Bank, as amended, has been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actpaid; and (xiiiviii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except for representations and warranties that are qualified as to materiality or Material Adverse Change, in which case such representations and warranties shall be true in all respects) on and as of such date (except to the extent any such representation or warranty expressly relates only to an earlier and/or specified date, in which case such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements in form for filing and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing DateDate and in form and substance reasonably satisfactory to the Administrative Agent; (v) Evidence that adequate insurance, addressed including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Lenders Administrative Agent as additional insured and lender loss payee; (vi) A duly completed Compliance Certificate setting forth pro forma compliance with the financial covenants as of the last day of the fiscal quarter of Borrower most recently ended for which financial statements have been delivered prior to the Closing Date, signed by the Chief Executive Officer, President, Chief Financial Officer or Chief Accounting Officer of Borrower; (vii) All consents required to effectuate the transactions contemplated hereby and all regulatory approvals and licenses necessary for the financing have been completed; (viii) [Reserved]; (ix) A Lien search in reasonably acceptable scope and with acceptable results; (x) A duly completed perfection certificate in form and substance satisfactory to the Administrative Agent; (vixi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior No material adverse change to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory information previously supplied to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act[Reserved] (xiii) [Reserved]; and (xiiixiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateDate or such later date as the Administrative Agent may determine in its sole discretion, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xv) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (x) no Event of Default or Potential Default exists, (y) no Acquired Business Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) December 31, 2012, and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedno Material Adverse Change has occurred since December 31, 2012; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the each state of its organization where organized and in each state jurisdiction where conduct of the failure to be qualified to do business or ownership or lease of properties or assets requires such qualificationwould result in a Material Adverse Change; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (viv) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness Evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each Agreement is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statementseffect, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, additional insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured; (vi) A duly completed Compliance Certificate as of the Closing Date, setting forth pro-forma compliance of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Acquisition and Loans made on the Closing Date (the “Closing Date Compliance Certificate”); (vii) Evidence of all regulatory approvals, licenses and material consents required to effectuate the transactions contemplated hereby and contemplated by the Acquisition Documents and there shall be an absence of any legal or regulatory prohibitions or restrictions in connection with the same; (viii) A Lien search in acceptable scope and with reasonably acceptable results; (ix) Lien searches Pro forma projections for the fiscal years 2013 through 2017, including assumptions used in acceptable scope and with acceptable resultspreparing the forecast financial statements; (x) A certificate Evidence of no environmental liabilities of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as Borrower and its Subsidiaries that would result in a whole after giving effect to the transactions contemplated by this AgreementMaterial Adverse Change; (xi) The Statements Evidence of no material litigation of the Borrower and the Projectionsits Subsidiaries that would result in a Material Adverse Change; (xii) Certificate Certified copy of Beneficial Ownershipthe Acquisition Documents which shall provide for an aggregate purchase price not to exceed $750,000,000; USA PATRIOT Act Diligence. The Administrative Agent and each Lender provided that the Acquisition Agreement shall have received, in form and substance acceptable be consistent with the Acquisition Agreement originally provided to the Administrative Agent and each Lender an executed Certificate without any amendment or waiver thereto materially adverse to the Lenders, unless consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed); (xiii) Third-party due diligence as it relates to the Acquisition, including a Quality of Beneficial Ownership and such other documentation and other information requested Earnings Report with respect to the Acquisition; (xiv) Evidence that the Acquisition is not in connection with a “hostile takeover” or proxy fight or similar transaction; (xv) Receipt of financial information from the Seller for the last three fiscal years of the Seller; (xvi) Consummation of the Acquisition on terms and conditions as set forth in the Acquisition Documents; and (xvii) All information for the Loan Parties required under applicable “know your customerKnow-Your-Customer” and anti-money laundering rules and regulations, including the USA PATRIOT U.S. Patriot Act; and (xiii) Such other documents in connection with such transactions as , requested by the Administrative Agent (on behalf of itself or any other Lender) or its counsel may reasonably requestcounsel.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A a certificate of each of the Loan Parties Borrower signed by a Responsible OfficerCompliance Officer of the Borrower, dated as of the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement or the other Loan Documents are true and correct in all material respects, except that such representations and warranties that are qualified in this Agreement or such other Loan Document by reference to materiality or a Material Adverse Change shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the other Loan Documents, (yc) no Event of Default or Default exists, (d) there has occurred no Material Adverse Effect has occurred since Change either (y) in the date business, properties, assets, or condition (financial or otherwise) of the last audited financial statements of Loan Parties, taken as a whole or (z) in the Borrowers delivered facts and information regarding the Loan Parties as represented to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determinedup to the Closing Date, taken as a whole, (e) each of the Loan Parties has satisfied each of the closing conditions required to be satisfied by it hereunder and (zf) a calculation, calculated on a pro forma basis, of the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedLeverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (ii) A a certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents Organizational Documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business or existence (as applicable) of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) this Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged CollateralCollateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) Written opinion(s) customary written opinions of counsel for the Loan Parties, duly executed (including any local, FCC or PUC counsel, if required by the Administrative Agent), dated as of the Closing Date; (vi) evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (vii) a duly completed, executed Loan Request for Credit Extension for each Loan requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (viii) a duly completed, executed Perfection and Diligence Certificate signed by an Authorized Officer of each of the Loan Parties; (ix) a duly completed, executed Solvency Certificate signed by an Authorized Officer of the Borrower on behalf of itself and the Loan Parties; (x) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (xi) evidence that the Prior Credit Agreement, has been terminated, and all outstanding obligations thereunder have been paid in full and all Liens securing such obligations have been released or assigned to the Administrative Agent, as applicable; (xii) a Lien search with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent and the Lenders with results showing no Liens other than Permitted Liens and in form and substance otherwise satisfactory to the Administrative Agent; (vixiii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed extent requested by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent), true, correct and complete copies of all Material Agreements not already delivered pursuant to another clause of this Section 4.1; (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each the Company signed by an Authorized Officer of the Loan Parties signed by a Responsible OfficerCompany, dated the Closing Date stating that (xA) all representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects, (B) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yC) no Event of Default or Potential Default exists and (D) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the Company or any of its Consolidated Subsidiaries which could reasonably be expected to have a Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedEffect; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary or Director of each of the Loan PartiesBorrowers, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage (or foreign jurisdictional equivalent in its business each jurisdiction where such certification is required) of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) Opinions of counsel for each of the Loan PartiesBorrowers, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; andLenders; (xiiiv) A duly completed Compliance Certificate for the fiscal period ending August 31, 2014, signed by an Authorized Officer of the Company; (vi) Evidence that the Credit Agreement dated as of June 29, 2012, among the Borrowers, the other foreign borrowers a party thereto, the lenders a party thereto and PNC, as administrative agent, has been terminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released; (vii) A completed and executed Loan Request from the Borrowers in substantially the form of Exhibit 2.5.1 and, if applicable, Swing Loan Request from the Borrowers in substantially the form of Exhibit 2.5.2; (viii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request, including, but not limited to, all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. PATRIOT Act; and (ix) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, in form and substance satisfactory to the Administrative Agent.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A a certificate of each of the Loan Parties Borrower signed by a Responsible OfficerCompliance Officer of the Borrower, dated as of the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement or the other Loan Documents are true and correct in all material respects, except that such representations and warranties that are qualified in this Agreement or such other Loan Document by reference to materiality or a Material Adverse Change shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the other Loan Documents, (yc) no Event of Default or Default exists, (d) there has occurred no Material Adverse Effect has occurred Change since the date December 31, 2022, and (e) each of the last audited financial statements Loan Parties has satisfied each of the Borrowers delivered closing conditions required to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedbe satisfied by it hereunder; (ii) A a certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents Organizational Documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business or existence (as applicable) of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification;organized; ​ (iii) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any of its respective Subsidiaries or any of their respective properties, including the Material Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) this Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged CollateralCollateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) Written opinion(s) customary written opinions of counsel for the Loan Parties, duly executed (including any FCC or PUC counsel, if required by the Administrative Agent), dated as of the Closing Date; provided, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agenthowever that no opinion of counsel shall be required for any Loan Parties that are incorporated outside of State of Delaware; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior subject to the Closing Date (after giving pro forma effect to all Indebtedness Section 6.18, evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each Agreement is in full force and effect and none other is so required or necessaryeffect; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a Principal Amount equal to the amount set forth opposite such Purchaser’s name in column (2) on the Schedule of Purchasers attached hereto, registered in the name of the Purchaser, which Note shall become convertible upon the Company’s receipt of Exchange Approval in addition to the fulfillment of the other conditions for such Note to become convertible set forth in the Transaction Documents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) no later than ten (10) days after the Closing Date, the Administrative Agent shall have received each Voting Agreement of the following holders of the Company’s outstanding Series B Preferred Stock, in the form attached hereto as Exhibit E (the “Voting Agreement”), which agreement shall not be revoked after the date hereof, which the Company shall use in furtherance of authorizing the sale and substance satisfactory to issuance of the Administrative Agent:Securities in excess of the Exchange Cap. (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (yv) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent later than ten (and the Administrative Agent and Required Lenders shall not have otherwise determined10) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on days after the Closing Date, to the extent applicableTransfer Agent Instruction Letter, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties theretoCompany and the Transfer Agent; (ivvi) Appropriate transfer powers and stock or other certificates evidencing no later than ten (10) days after the pledged CollateralClosing Date, the opinion of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, the Company’s counsel; (vvii) Written opinion(sno later than ten (10) days after the Closing Date, a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of counsel for such jurisdiction of formation as of a date no later than ten (10) days of the Loan PartiesClosing Date; (viii) no later than ten (10) days after the Closing Date, a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date no later than ten (10) days of the Closing Date; (ix) no later than ten (10) days after the Closing Date, a certified copy of the Company’s certificate of incorporation, as certified by the Secretary of State of Delaware no later than ten (10) days after the Closing Date; (x) a duly executed copy of the Amendment Agreement; (xi) a certificate executed by the Secretary of the Company and dated as of the Closing Date, addressed as to (i) the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the Administrative Agent Purchasers, approving (A) the entering into and performance of this Agreement and the Lenders other Transaction Documents and the issuance, offering and sale of the Securities and (B) the performance of the Company and each of its Subsidiaries of their respective obligations under the Transaction Documents contemplated therein, (ii) the Company’s certificate of incorporation and (iii) the Company’s bylaws, each as in form and substance satisfactory to effect at the Administrative Agent;Closing; and (vixii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)such other documents, signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required instruments or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect certificates relating to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and Agreement as such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement, duly executed by the Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) a duly executed copy of the Amendment Agreement; and (iv) the Registration Rights Agreement, duly executed by the Purchaser.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Senior Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Material Adverse Effect Event of Default or Potential Default exists, and (z) no material adverse change has occurred since the date of the last audited financial statements of the Borrowers Company delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Senior Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by a Senior Officer and, to the parties theretoextent applicable, an authorized officer of each of the Lenders whose names are set forth on Schedule 1.1(B) as of the Closing Date; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed ; (v) Evidence of the existence of insurance required to the Administrative Agent and the Lenders and in form and substance satisfactory be maintained pursuant to the Administrative AgentSection 8.1.2 [Maintenance of Property; Insurance]; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent the Company most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible Senior Officer of Borrowing Agentthe Company; (vii) All material consentsProjections (including a closing balance sheet, licenses statements of operation and approvals required statement of cash flows) of the Company and its Subsidiaries for the delivery and performance by any Loan Party of any Loan Document and years 2011 through 2016, including assumptions used in preparing the enforceability of any Loan Document against such Loan Partyprojections, certified by prepared in a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance manner reasonably satisfactory to the Administrative Agent), and shall be accompanied by a certificate of a Senior Officer of the Company on behalf of the Company to the effect that (a) such projections were prepared by the Company in good faith, (b) the Company has a reasonable basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such assumptions; (viii) All regulatory approvals and licenses necessary for the financing contemplated hereby shall have been completed and there shall be no legal or regulatory prohibitions or restrictions; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request, including all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. PATRIOT Act.

Deliveries. On the Closing Date, the Administrative Agent shall have received each Each of the following documents must have been delivered to Buyer: (a) a general conveyance, transfer and assignment relating to the Assets in a form reasonably satisfactory to Buyer, duly executed by each of CNI, TCF and WLD; (b) for each tract Real Property, a standard Form T-1 Texas Owner Policy of Title Insurance, at CNI's expense, for each parcel of the Real Property, in the aggregate amount of $8,200,000, and otherwise in form and substance satisfactory reasonably acceptable to Buyer; together with real estate deeds (or other documents of conveyance), in form reasonably acceptable to Buyer, conveying fee title to the Administrative Agent:Real Property to Buyer; (ic) A an Employment Agreement, (the "Employment Agreement"), duly executed by C. Sterxxxx Xxxxxxxxx xx employ C. Sterxxxx Xxxxxxxxx as President of the entity which owns and operates the Assets, for a term of three (3) years, at a salary of $125,000 plus ten percent (10%) of the pre-tax profits generated by the entity which owns and operates the Assets, and containing such other terms and conditions as Buyer and Mr. Xxxxxxxxx xxx agree; (d) executed originals of Name Change Amendments of CNI, TCF and WLD, each in form suitable for filing with the Secretary of State of Texas; (e) a certificate of executed by Seller to the effect that each of the Loan Parties signed by a Responsible Officerconditions specified in Sections 9.1, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants 9.2, 9.6, 9.8 and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect 10.4 has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iif) A certificate an opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., legal counsel for Seller, dated the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, in form reasonably acceptable to Buyer; (g) estoppel certificates executed by each of the extent applicablelandlords under the Assigned Real Property Leases, certified each in a form reasonably satisfactory to Buyer; (h) a certificate of existence, certificate of good standing, and a Certificate of No Tax Due, of each of CNI, TCF and WLD as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates date, from the appropriate state officials as to due organization Secretary of State of Texas and the continued valid existenceTexas Comptroller of Public Accounts, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationrespectively; (iiii) This Agreement and each certified copies of resolutions of the other Loan Documents duly executed by Board of Directors and shareholders of Seller approving the parties theretotransactions contemplated hereby and the Name Change Amendments; (ivj) Appropriate transfer powers an incumbency certificate for the officers of each of CNI, TCF and stock or other certificates evidencing the pledged CollateralWLD executing this Agreement; (vk) Written opinion(s) of counsel for the Loan Parties, dated as executed counterpart copies of the Closing DateConsents identified in Part 4.2 of the Disclosure Letter, addressed to the Administrative Agent and the Lenders and each in a form and substance reasonably satisfactory to the Administrative AgentBuyer; (vil) A duly completed pro forma Compliance Certificate as evidence reasonably satisfactory to Buyer of the last day release of all liens and security interests on the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens Assets (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ixm) Lien searches in acceptable scope such keys, lock and with acceptable resultssafe combinations and other similar items as Buyer shall require to obtain full occupation and control of the Assets; (xn) A certificate a list of the chief financial officer of the Borrowing Agent as Transferred Employees pursuant to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this AgreementSection 11.3(c); (xio) The Statements and evidence reasonably satisfactory to Buyer of the Projections; (xii) Certificate consummation of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActReorganization; and (xiiip) Such such other documents in connection with such transactions as the Administrative Agent or its counsel Buyer may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Universal and its Subsidiaries delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary, sole Member or Manager, as applicable, of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, office; (iii) A good standing and qualification to engage in its business of certificate for each Loan Party in dated not more than sixty (60) days prior to the state Closing Date, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization, and each jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such necessitates qualification; (iiiiv) A tax lien certificate for each Loan Party (other than North Xxxxxxx) dated not more than sixty (60) days prior to the Closing Date, issued by the Department of Revenue or other appropriate office of such Loan Party’s jurisdiction of organization, as the case may be, and each jurisdiction where the conduct of such Loan Party’s business activities or the ownership of its properties necessitates qualification; (v) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock and limited liability company powers and stock or other certificates evidencing the pledged Collateral; (vvi) Written opinion(sopinions of (a) of counsel for the Loan PartiesParties (including Ohio local counsel), dated as the Closing Date for the benefit of the Closing DateAdministrative Agent and each Lender, and (b) counsel for the Sellers in connection with the Acquisition, which opinion shall either be addressed to the Administrative Agent and the Lenders, or be delivered together with a letter permitting the Administrative Agent and the Lenders to rely on such opinion, in each case dated the Closing Date; (vii) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (viii) A certificate prepared as of the Closing Date in substantially the form of Exhibit 7.1.1(A) (the “Closing Compliance Certificate”), showing: (a) trailing twelve month Leverage Ratio of not greater than 2.50 to 1.00 for the period ended as of June 30, 2011 (provided that for purposes of this calculation, Senior Indebtedness shall be calculated on a pro forma basis as of such date after giving effect to the consummation of the Acquisition (and the incurrence of Indebtedness under the Acquisition Documents) and the Loans and Letters of Credit to be made or issued on the Closing Date), and (b) trailing twelve month Consolidated EBITDA for the period ended as of June 30, 2011 in an amount at least equal to Thirty Million and 00/100 Dollars ($30,000,000.00); (ix) A certificate of an Authorized Officer of each Loan Party in the form of Exhibit 7.1.1(B) hereto as to the Solvency of each of the Loan Parties after giving effect to the transactions contemplated by this Agreement and the Acquisition Documents; (x) Evidence that (a) no litigation, investigation or proceeding before or by any arbitrator or Official Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party (1) in connection with this Agreement, the other Loan Documents, the Acquisition Documents, or any of the transactions contemplated thereby and which, in the reasonable opinion of the Administrative Agent, is deemed material or (2) which, in the reasonable opinion of the Administrative Agent, could reasonably be expected to result in a Material Adverse Change; and (b) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business shall have been issued by any Official Body; (xi) Fully executed copies of all Acquisition Documents; (xii) Evidence, in form and substance satisfactory to the Administrative Agent, that the Acquisition has occurred subject only to the funding of Loans necessary to pay a portion of the purchase price; (vixiii) A duly completed pro forma Compliance Borrowing Base Certificate calculating Qualified Accounts and Qualified Inventory as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)July 31, signed by a Responsible Officer of Borrowing Agent2011; (viixiv) The Statements and the Projections; (xv) All material consents, licenses consents required to effectuate the transactions contemplated hereby and approvals required for under the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryAcquisition Documents; (viiixvi) Evidence that the Loan Parties have received all licenses and permits necessary to the operation of the Loan Parties’ businesses; (a) UCC Lien Searches with respect to each Loan Party and each Seller (at the state level only) in their respective jurisdictions of formation, (b) judgment and tax lien searches with respect to each Loan Party and each Seller (at the state and county level) at each of their respective locations and in their respective jurisdictions of formation, and (c) intellectual property lien searches with respect to each Loan Party and each Seller, in each case with acceptable results; (xviii) Evidence that all Indebtedness not permitted under Section 9.2 8.2.1 [Indebtedness] shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ixxix) Lien searches in acceptable scope and Executed Waivers required by the Administrative Agent with acceptable resultsrespect to the inventory and/or equipment of each Loan Party; (xxx) A certificate title insurance policy or policies or binder or binders in favor of the chief financial officer Administrative Agent (for its benefit and for the benefit of the Borrowing Agent as to Lenders), in customary ALTA current mortgagee’s form, insuring the Solvency of each of the Loan Parties taken Mortgage as a whole after giving effect to valid first priority Lien upon the transactions contemplated by this AgreementMortgaged Premises; (xixxi) The Statements A.L.T. A. Survey with respect to the Mortgaged Premises with the signature and the Projections; (xii) Certificate seal of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable a registered engineer or surveyor certified to the Administrative Agent and each Lender an executed Certificate the title company; (xxii) Phase I Environmental Assessment and, if required by the Administrative Agent, Phase II Environmental Assessment of Beneficial Ownership the Mortgaged Premises; (xxiii) Legal Description of the Mortgaged Premises; (xxiv) Occupancy, zoning and such all other certificates, permits and licenses required with respect to the operation of the Mortgaged Premises; (xxv) Flood Certificates with respect to all of the Loan Parties’ owned or leased real property; (xxvi) Evidence that the Loan Parties are in compliance with all pertinent Federal, State and local regulations including, but not limited to, those with respect to EPA, OSHA and ERISA, as applicable; (xxvii) Copies of all material contracts of the Borrowers including, but not limited to, (a) all indentures and related documents, if any, (b) union contracts, (c) employment contracts of key management, (d) loan documents, (e) leases of real property, and (f) warehouse agreements; (xxviii) All documentation and other information requested in connection with required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiixxix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in compliance all material respects (or in all respects with each of the covenants regard to representations and conditions hereunder and under the Loan Documentswarranties qualified by materiality), (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Parent delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer an Authorized Officer, the Secretary or an Assistant Secretary of each of the Domestic Loan PartiesParties and a director of each of the Foreign Borrowers, certifying on behalf of each respective Loan Party as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents certificate or articles of incorporation (or equivalent) as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office with an Official Body (domestic or foreign) together with certificates from the appropriate state officials as to due organization and the continued valid existenceexistence and, to the extent available, good standing and qualification to engage in its business of each Loan Party in each location where organized to do business (to the state extent applicable in the relevant jurisdiction) and (d) copies of its organization and in each state where conduct of business by-laws, operating agreement or ownership partnership agreement (or lease of properties or assets requires such qualificationequivalent), as applicable; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer of each Loan Party party thereto and all appropriate financing statements and other documents for filing, including appropriate stock powers and certificates evidencing any pledged Collateral; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) opinions of counsel for the Domestic Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel; (v) Written opinions of counsel relating to the UK Loan Parties, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Parent most recently ended prior to the Closing Date for which financial statements are available, signed by an Authorized Officer of the Parent, demonstrating on a pro forma basis (including giving pro forma effect to the TTI Acquisition) compliance with the financial covenants herein; (viii) Quarterly financial statements for the most recently completed fiscal quarter of the Parent for which such statements are available (and if the financial statements for the fiscal quarter ending September 30, 2018 are not available, financial statements for the month ending August 31, 2018), all in reasonable detail and certified by an Authorized Officer of the Parent; (ix) Lien Receipt of and satisfaction by the Lenders with the financial projections (including, pro forma statements of operations and cash flow) for the Parent and its Subsidiaries for fiscal years 2018 through 2023 (including on a quarterly basis through 2019); (x) All material consents, regulatory approvals and licenses required to effectuate, and confirmation of an absence of any legal or regulatory prohibition with respect to, the financing the transactions contemplated hereby; (xi) Evidence that the Fifth Amended and Restated Financing and Security Agreement dated December 15, 2016, as amended, among one or more of the Borrowers and Xxxxx Fargo Bank, National Association, as lender, has been terminated, and all outstanding obligations thereunder have been paid (or otherwise satisfied) and all Liens securing such obligations have been released; (xii) Lien, tax and judgment searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance results reasonably acceptable to the Administrative Agent and each Lender Agent; (xiii) To the extent required under applicable law, an executed Certificate of Beneficial Ownership for each Borrower, in form and substance reasonably acceptable to the Agent and each Lender, and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and. (xiiixiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officeran Authorized Officer of such Loan Party, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects; provided, however, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Change, such representation or warranty shall be true and correct in all respects, (x) the Loan Parties are in compliance with each of the covenants and other conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct organized and in a state listed on Schedule 6.1.1 where such Loan Party maintains a principal place of business or ownership or lease of properties or assets requires such qualificationbusiness; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Collateral Agent as additional insured and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to signed by an Authorized Officer of Borrower setting forth pro forma compliance with the transactions contemplated by this Agreement; (xi) The Statements financial covenants set forth in Section 8.2.14 [Minimum Interest Coverage Ratio] and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request8.

Deliveries. On the Closing Date, the Administrative Agent Seller shall have received delivered to Buyer each of the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) an executed 280G Waiver from each 280G Individual, and (y) evidence that a vote of the Loan Parties Persons who are entitled to vote on the 280G Payments was obtained with respect to all 280G Individuals in compliance with each the 280G Voting Rules and that either (1) the requisite number of stockholder votes was obtained with respect to the covenants and conditions hereunder and 280G Payments subject to waiver under the Loan Documents280G Waivers (the “280G Approval”), or (y2) no Material Adverse Effect has occurred since the date of 280G Approval was not obtained, and, as a consequence, the last audited financial statements of 280G Payments subject to waiver under the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders 280G Waivers shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedbe made or provided; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each copy of the Loan Parties, certifying as appropriate as to: (A) all action taken Escrow Agreement duly executed by each Loan Party to validly authorize, duly execute and deliver this Agreement Lender and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationEscrow Agent; (iii) This Agreement and each a certificate of the other Loan Documents Seller, executed on its behalf by a duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Partiesauthorized officer thereof, dated as of the Closing Date, addressed stating that the conditions specified in Section 8.01(a)-Section 8.01(c) have been satisfied with respect to Seller; (iv) certificates of good standing, if applicable, for the Administrative Agent Company and each of its Subsidiaries organized within the Lenders United States, in each case dated no later than ten (10) Business Days prior to Closing; (v) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance satisfactory required under the Treasury Regulations issued pursuant to Sections 1445 of the Administrative Agent;Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; and (vi) A a certified copy of resolutions duly completed pro forma Compliance Certificate as adopted by Seller’s board of managers authorizing the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)execution, signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party Seller of any Loan Document this Agreement and the enforceability other agreements contemplated hereby to which Seller is a party, and the consummation by Seller of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements hereby and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requestthereby.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct (A) in the case of representations and warranties qualified by materiality, in all respects and (B) in the case of other representations and warranties, in all material respects, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yc) no Event of Default or Potential Default exists and (d) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official Governmental Authority where such documents are filed in with a state office Governmental Authority together with certificates from the appropriate state officials Governmental Authority as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state jurisdiction where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) A solvency certificate from the chief financial officer of the Borrower substantially in the form attached hereto as Exhibit 7.11; (iv) This Agreement and each of the other Loan Documents duly executed and the Perfection Certificate signed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateralan Authorized Officer; (v) Written opinion(sThe executed legal opinions of (a) of Xxxxxx Frome Xxxxxxx LLP, counsel for the Loan Parties, dated as of the Closing Date, addressed to (b) O’Neil, Cannon, Hollman, XxXxxx & Xxxxx S.C., Wisconsin local counsel for the Administrative Agent Loan Parties, dated the Closing Date and (c) Stikeman Elliott LLP, Canadian local counsel for the Lenders and Loan Parties, dated the Closing Date, in each case in form and substance reasonably satisfactory to the Administrative Agent; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent for the benefit of the Secured Parties as additional insured and lender loss payee; (vii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent the Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)for which financial statements are available, signed by a Responsible an Authorized Officer of Borrowing Agentthe Borrower, demonstrating that, after giving effect to the Transactions, as of the Closing Date (a) the Leverage Ratio does not exceed 3.00 to 1.00, (b) Fixed Charge Coverage Ratio is not less than 1.25 to 1.00, and (c) Liquidity is not less than $15,000,000; (viiviii) All material consents, regulatory approvals and licenses required to effectuate, and approvals required for the delivery and performance by any Loan Party confirmation of an absence of any Loan Document and legal or regulatory prohibition with respect to, the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryfinancing contemplated hereby; (viiiix) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full Receipt of a business plan and that all necessary termination statementsbudget of each of Parent and the Borrower on a consolidated basis, release including forecasts prepared by management, of consolidated balance sheets, statements of operations and other releases in connection with all Liens (other than Permitted Lienson an annual basis only) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicablestatements of cash flow, in form and substance reasonably satisfactory to the Administrative Agent); , (ixx) Lien searches in acceptable scope on an annual basis through fiscal year 2019 and with acceptable results(y) on a quarterly basis through the quarter ending December 31, 2015; (x) A certificate The Administrative Agent shall have received: (a) reasonably satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Securities and Intercompany Notes (each as defined in the Security Agreement, Canadian Security Agreements, as applicable, and the Pledge Agreement), accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Administrative Agent; provided that such certificates, agreements or instruments may be delivered within two Business Days of the chief financial officer Closing Date if not delivered on or prior to the Closing Date; (b) [Reserved] (c) reasonably satisfactory evidence that the Borrower has used commercially reasonable efforts to obtain all the other certificates, agreements, including Control Agreements (as defined in the Security Agreement or Canadian Security Agreements, as applicable), or instruments necessary to perfect the Administrative Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement or Canadian Security Agreements, as applicable, and to the extent required by such Agreements) and, if applicable, such certificates, agreements or instruments have been delivered to the Administrative Agent; (d) UCC and PPSA financing statements (including Fixture Filings) in appropriate form for filing under the UCC or PPSA, as applicable, filings with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Borrowing Agent as Administrative Agent, desirable to perfect the Solvency Liens created, or purported to be created, by the Collateral Documents; (e) certified copies of UCC and PPSA, United States Patent and Trademark Office and United States Copyright Office and Canadian Intellectual Property Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Loan Parties taken as a whole Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActTransactions; and (xiiixi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xw) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in compliance with each all material respects (except for those representations and warranties that are qualified by reference to materiality, which shall be true and correct in all respects), (x) no Event of the covenants Default or Potential Default exists, and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedDecember 31, 2011; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorizeduly authorize the execution, duly execute delivery and deliver performance of this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with office; and (d) certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties an Authorized Officer and each other party thereto; (iv) Appropriate transfer All appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged CollateralSubsidiary Equity Interests and valid perfection of the Liens of the Loan Documents therein and in the Collateral as first priority Liens subject to no Liens except for Permitted Liens, including without limitation, except as relates to Subsidiary Equity Interests in Foreign Subsidiaries as to which the Lender has not required that it obtain Prior Security Interests, valid perfection (or foreign equivalent) of the Liens under applicable foreign law; (v) Written opinion(s) opinions of U.S. and foreign counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, in form and substance reasonably satisfactory to the Lender; (vii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrowers most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryBorrowers; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory All material consents required to effectuate the Administrative Agent)transactions contemplated hereby; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of Such environmental information and reports as the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this AgreementLender may have requested; (xi) The Statements and A certificate of the ProjectionsBorrowers certifying as the delivery of each of the deliveries of the Borrowers to the Lender required in Sections 7.1.1(a) through (x) (but not certifying as to the Lender’s satisfaction therewith); (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to A Loan Request for any Loans being requested on the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActClosing Date; and (xiii) Such other documents in connection with such transactions as the Administrative Agent Lender or its said counsel may have reasonably requestrequested.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (without duplication of any materiality qualifiers contained therein), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Parent delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Domestic Loan PartiesParties (or the equivalent authorized signatory for any Foreign Loan Party), certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) opinions of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1 [Deliveries]; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vi) A duly completed Compliance Certificate evidencing pro forma Compliance Certificate compliance with Sections 8.2.16 [Maximum Leverage Ratio] and Section 8.2.17 [Minimum Interest Coverage Ratio] as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent most recently Parent ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)June 30, 2014, signed by a Responsible an Authorized Officer of Borrowing AgentParent; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence reasonably satisfactory to the Administrative Agent that all Indebtedness not permitted interest, fees and other obligations under Section 9.2 shall the Existing Credit Agreement (other than principal of the Existing Revolving Loans, contingent claims in respect of the Existing Letters of Credit and unbilled expenses) have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)Closing Date; (ix) [Reserved]; (x) Evidence that all Liens in the Collateral pursuant to the Collateral Documents have been duly perfected and have the priority required under the Loan Documents, including Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements Domestic Loan Parties have used commercially reasonable efforts to obtain an executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Pledge and the ProjectionsSecurity Agreement or Section 8.1.11 [Landlord Waivers] hereof; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Evidence relating to the Loan Parties’ liabilities with respect to Environmental Laws and ERISA and status as to labor and employee matters affecting the Loan Parties that reasonably would be expected to cause a Material Adverse Change, as the Arrangers or the Administrative Agent may reasonably request, which liabilities and each Lender status shall have receivedbe reasonably satisfactory to the Arrangers and the Administrative Agent; (xiii) A perfection certificate, in form and substance reasonably acceptable to the Administrative Agent Agent, executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Lender an executed Certificate Loan Party; (xiv) [Reserved]; (xv) Evidence, in form and substance satisfactory to the Administrative Agent, that no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Beneficial Ownership the Loan Parties, threatened, at law, in equity, in arbitration or before any Official Body Authority, by or against any Loan Party or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to cause a Material Adverse Change; (xvi) Evidence, in form and such other documentation substance satisfactory to the Administrative Agent, that since December 31, 2013 there shall not have occurred any change, development or event that has or would reasonably be expected to cause a Material Adverse Change; (xvii) Documentation and other information requested by the Administrative Agent in connection order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including requirements of the USA PATRIOT Patriot Act; (xviii) Evidence of termination of each of (a) the Pledge Agreement, dated as of November 2, 2007, among Parent, as pledgor, the Administrative Agent, as pledgee, and TXX de México, S.A. de C.V. (“TXX”), as depositary, (b) the Pledge Agreement, dated as of November 2, 2007, among Controls, as pledgor, the Administrative Agent, as pledgee, and TXX, as depositary and (c) the Pledge Agreement, dated as of November 2, 2007, among Electronics, as pledgor, the Administrative Agent, as pledgee, and TXX, as depositary; and (xiiixix) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Material Adverse Effect has occurred since the date Event of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Default or Potential Default exists, and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied;no Material Adverse Change has occurred since December 31, 2009. (ii) A certificate dated the Closing Date and signed by a Responsible the Secretary or an Assistant Secretary or an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state or foreign jurisdiction official where such documents are filed in a the appropriate state or foreign jurisdiction office together with certificates from the appropriate state or foreign jurisdiction office officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business (or foreign jurisdiction equivalent, if any) of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed (subject to Section 7.3 [Post-Closing Covenant]) signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer, all appropriate financing statements, appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent Collateral and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicabledeposit account control agreements, in form and substance reasonably satisfactory to the Administrative Agent), with respect to each deposit account of the Domestic Loan Parties; (ixiv) Lien searches Written opinions of domestic and foreign counsel for the Loan Parties (in acceptable scope each case in accordance with relevant local law and with acceptable resultslocal market practice), dated the Closing Date and, subject to such local law and local market practice, as to the matters set forth in Schedule 7.1.1; (xv) A certificate of the chief financial officer of the Borrowing Agent as Evidence that adequate insurance required to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by be maintained under this Agreement; (xi) The Statements Agreement is in full force and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent effect, with additional insured and each Lender shall have received, lender loss payable special endorsements attached thereto in form and substance acceptable satisfactory to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as its counsel naming the Administrative Agent or its counsel may reasonably request.as additional insured and lender loss payee; (vi) A duly completed Compliance Certificate as of the fiscal quarter of Company ended June 30, 2010, signed by an Authorized Officer of Company; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that the Prior Senior Credit Facility has been terminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released;

Deliveries. On the Closing DateFunding Date (or at such other time as provided in this Section 7.2), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A a certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Funding Date stating that (xA) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (yB) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent December 31, 2020 (and the Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is no action, suit, investigation or proceeding pending, or to the knowledge of the Borrower, threatened in any court or before any arbitrator or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (zD) the conditions stated in this Section 7.1 7.2 and Section 7.2 7.3 have been satisfied; (ii) A a certificate dated the Closing Funding Date and signed by a Responsible an Authorized Officer or Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Funding Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganization; (iii) This Agreement and to the extent not delivered on the Funding Date, each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders Funding Date and in form and substance satisfactory to the Administrative Agent; (v) on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured and lender loss payable, as applicable; (vi) A a duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent Holdings most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Funding Date, signed by a Responsible an Authorized Officer of Borrowing Agent;the Borrower, together with reasonably detailed calculations attached thereto demonstrating that, after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total Net Leverage Ratio does not exceed 2.75 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (vii) All all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that all Indebtedness not permitted under Section 9.2 9.1 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in acceptable scope the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral; (C) subject to Section 8.14(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (D) searches of ownership of, and with acceptable results;Liens on, United States registered intellectual property owned by each Loan Party in the appropriate governmental offices; and (E) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings). (x) A a certificate of the chief financial officer an Authorized Officer of the Borrowing Agent Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The the Statements and the Projections; (xii) Certificate evidence that (A) the Holdings IPO has occurred or will occur substantially concurrently with the initial funding of Beneficial Ownership; USA PATRIOT Act Diligence. The the Facilities and (B) Holdings shall have made a cash equity contribution to the Borrower with the net proceeds of the Holdings IPO in an aggregate amount of at least $100,000,000 (the “Funding Date Equity Contribution”); (xiii) the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and; (xiiixiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yc) no Event of Default or Potential Default exists, (d) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Agent, and (ze) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the conditions stated Company or any of its Subsidiaries which could reasonably be expected to result in this Section 7.1 and Section 7.2 have been satisfieda Material Adverse Change; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state or foreign jurisdiction official where such documents are filed in a the appropriate state or foreign jurisdiction office together with certificates from the appropriate state or foreign jurisdiction officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business (or foreign jurisdiction equivalent, if any) of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) opinions of counsel for each of the Loan Parties, dated as of the Closing Date, addressed Date each in form and substance acceptable to the Administrative Agent and the Lenders Lenders; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and in form and substance satisfactory to the Administrative Agenteffect; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing AgentLien search in acceptable scope and with acceptable results; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that Projected consolidated financial statements of the Company and its Subsidiaries consisting of consolidated balance sheets, statements of operations and cash flows, from the fiscal year ending December 31, 2014 through the fiscal year ending December 31, 2018, all Indebtedness not permitted under Section 9.2 of which shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, be in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope Evidence that the Existing Credit Agreement shall have been amended and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as restated and all outstanding obligations thereunder shall be deemed to the Solvency of each of the Loan Parties taken as a whole after giving effect be Obligations hereunder, and such Obligations shall be allocated to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, on the Closing Date in form accordance with such Lender’s Ratable Share; and substance acceptable to the Administrative Agent and each shall have paid all outstanding amounts owed to any lender under the Existing Credit Agreement who is not a Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actunder this Agreement; and (xiiix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request, including all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. PATRIOT Act.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in compliance with each all material respects (except for those representations and warranties that are qualified by reference to materiality, which shall be true and correct in all respects, and that those representations and warranties that are made herein as of the covenants a stated date are true and conditions hereunder and under the Loan Documentscorrect in all material respects as of such stated date), (y) no Material Adverse Effect has occurred since the date Event of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Default or Potential Default exists, and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedno Material Adverse Change has occurred since December 31, 2020; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorizeauthorizing the execution, duly execute delivery and deliver performance of this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority names and capacity office of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganization; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) opinions of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and all Lenders, dated the Lenders Closing Date and in form and substance reasonably satisfactory to the Administrative Agent; (v) Evidence of insurance complying with the requirements of this Agreement; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)June 30, 2021, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryDocument; (viii) Evidence that all Indebtedness not permitted under Section 9.2 9.1 [Indebtedness] shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this AgreementThe Statements; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A With respect to each Loan Party, a certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yc) no Event of Default or Potential Default exists, (d) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Agent, and (ze) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the conditions stated Company or any of its Subsidiaries which could reasonably be expected to result in this Section 7.1 and Section 7.2 have been satisfieda Material Adverse Change; (ii) A With respect to each Loan Party, a certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state or foreign jurisdiction official where such documents are filed in a the appropriate state or foreign jurisdiction office together with certificates from the appropriate state or foreign jurisdiction officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business (or foreign jurisdiction equivalent, if any) of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer and, to the parties thereto; (iv) Appropriate transfer powers and extent not previously delivered to the Administrative Agent, stock or other certificates evidencing the pledged CollateralCollateral and appropriate transfer powers; (viv) Written opinion(s) opinions of counsel for the each Loan PartiesParty, dated as of the Closing Date, addressed each in form and substance acceptable to the Administrative Agent and the Lenders Lenders; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and in form and substance satisfactory to the Administrative Agenteffect; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required Lien searches for the delivery and performance by any each Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (xvii) A certificate of the chief financial officer of the Borrowing Agent as All material consents required to the Solvency of each of the Loan Parties taken as a whole after giving effect to effectuate the transactions contemplated hereby; (viii) Pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years through 2023, including assumptions used in preparing the forecast financial statements, satisfactory to the Administrative Agent; (ix) A duly completed Compliance Certificate as of the Closing Date, signed by a Senior Officer of the Company; (x) The Existing Credit Agreement shall have been amended and restated at closing and all outstanding obligations thereunder shall be deemed to be Obligations hereunder, and such Obligations shall be allocated to each Lender on the Closing Date in accordance with such Lender's Ratable Share; and the Administrative Agent shall have paid all outstanding amounts owed to any lender under the Existing Credit Agreement who is not a Lender under this Agreement; (xi) The Statements and Satisfactory completion of third-party due diligence, including all environmental due diligence, initiated by the ProjectionsBorrowers as it relates to the transactions contemplated hereby; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership for each Foreign Borrower and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; (xiii) Satisfactory review of the amount and nature of all tax, ERISA, Canadian Pension Plans, Canadian Benefit Plans, employee retirement benefit and all other contingent liabilities to which the Loan Parties may be subject; and (xiiixiv) Such other documents in connection with Receipt of such transactions information and documentation as may reasonably be requested by the Administrative Agent or its counsel may reasonably request.any Lender from time to time for purposes of compliance by the Administrative Agent and such Lender with applicable laws (including without limitation the USA Patriot Act or other “know your customer” and anti-money laundering rules and regulations and Anti-Terrorism Laws), and any policy or procedure implemented by the Administrative Agent or such Bank to comply therewith

Deliveries. On At the Closing Date, Closing: 3.2.1 Neose shall pay to Cytel the Administrative Agent shall have received each amount of the following in form Cash Consideration less the Deposit by wire transfer of immediately available funds; 3.2.2 Neose shall cause the Deposit to be paid to Cytel by NationsBanc Xxxxxxxxxx by wire transfer of immediately available funds; 3.2.3 Cytel and substance satisfactory Neose shall execute and deliver to each other and to the Administrative Agent:Escrow Agent the Escrow Agreement and Neose shall deposit with the Escrow Agent the Escrow Funds; (i) A certificate 3.2.4 Cytel and Neose shall execute and deliver to each other the License Agreements; 3.2.5 Cytel shall execute and deliver to Neose the Assignment of each Patents and the Assignment of the Loan Parties signed by Trademarks; 3.2.6 Cytel shall deliver to Neose all Required Consents; 3.2.7 Cytel shall deliver to Neose a Responsible Officercertificate, dated the Closing Date stating date hereof, of the Secretary of Cytel certifying that attached to the certificate are true and complete copies of (xa) the Loan Parties are Charter Documents and bylaws of Cytel, as in compliance with each full force and effect as of the covenants and conditions hereunder and under the Loan Documentsdate hereof, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (zb) the conditions stated in this Section 7.1 resolutions duly adopted by the Board of Directors of Cytel evidencing the taking of all corporate action necessary to authorize the execution, delivery and Section 7.2 have been satisfied; (ii) A certificate dated the Closing Date and signed by a Responsible Officer performance of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Transaction Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity consummation of the Responsible Officers authorized Transactions; 3.2.8 Cytel shall deliver to sign Neose a certificate issued by the Loan Documents and their true signatures; and (C) copies Secretary of its organizational documents as in effect on State of the Closing Date, State of Delaware with respect to the extent applicable, certified Cytel as of a sufficiently recent date before the Closing (and in no event more than three Business Days prior thereto) showing Cytel to be validly existing and in good standing; 3.2.9 Neose shall deliver to Cytel a certificate, dated the date hereof, of the Secretary of Neose certifying that attached to the Closing Date by certificate are true and complete copies of (a) the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials Charter Documents and bylaws of Neose, as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect as of the date hereof, and none (b) the resolutions duly adopted by the Board of Directors of Neose evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the other is so required or necessaryTransaction Documents and the consummation of the Transactions; 3.2.10 Neose shall deliver to Cytel a certificate issued by the Secretary of State of the State of Delaware with respect to Neose as of a recent date before the Closing (viiiand in no event more than three Business Days prior thereto) Evidence that all Indebtedness not permitted under Section 9.2 showing Neose to be validly existing and in good standing; 3.2.11 Cytel shall have been paid in full and that all necessary termination statementsdeliver to Neose a legal opinion of Xxxxxx Godward LLP, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicablecounsel to Cytel, in the form and substance reasonably satisfactory to the Administrative Agent)of Exhibit F hereto; (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate 3.2.12 Neose shall deliver to Cytel a legal opinion of the chief financial officer of the Borrowing Agent as Xxxxxx, Xxxxx & Bockius LLP, counsel to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have receivedNeose, in the form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActExhibit G hereto; and (xiii) Such other documents in connection with 3.2.13 Cytel shall execute and deliver to Neose such transactions additional instruments of conveyance and transfer as the Administrative Agent or its counsel Neose may reasonably requestrequire in order to more effectively vest in Neose, and put it in possession of, the Purchased Assets.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xv) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in compliance with each all material respects, (w) no Default or Event of Default exists, (x) no action, suit, investigation or proceeding is pending or, to the knowledge of any Authorized Officer of the covenants and conditions hereunder and under the Loan DocumentsBorrower, (y) no threatened in writing in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 no event or condition has occurred since December 31, 2013 that has had or could reasonably be expected to have been satisfieda Material Adverse Effect; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all corporate or other entity action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the its state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganization; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers A written opinion of (i) Xxxxxx X. Xxxxxxx, Esq., General Counsel for the Loan Parties and stock or other certificates evidencing the pledged Collateral; (vii) Written opinion(s) of Hunton and Xxxxxxxx LLC, special counsel for the Loan Parties, in each case, dated as of the Closing Date, addressed Date and as to the Administrative Agent and the Lenders and in form and substance satisfactory to matters reasonably requested by the Administrative Agent; (viv) A If there shall be any Facility Outstandings on the Closing Date, a duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vi) All material consents required to effectuate the transactions contemplated hereby; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiiiviii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited consolidated financial statements of the Borrowers Parent Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedexcept as set forth on Schedule 6.1.6; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed to the Administrative Agent with additional insured, mortgagee and the Lenders and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that the Amended and Restated Revolving Credit Agreement dated October 23, 2008 among Borrower and Bank of America, N.A., has been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) securing such obligations have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)released; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of An executed landlord’s waiver or other lien waiver agreement from the chief financial officer of lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Security Agreement; (xi) The Statements and Satisfactory completion by Borrower of the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to environmental questionnaire provided by the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent; and (xiiixii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are Borrower is in compliance with each of the its representations, warranties, covenants and conditions hereunder hereunder, no Event of Default or Potential Default exists, no litigation which is material adverse to the Borrower and under the Loan Documentsits Subsidiaries, (y) taken as a whole, exists and no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver the Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers A written opinion of counsel for the Borrower, dated the Closing Date and stock or other certificates evidencing as to the pledged Collateralmatters set forth in Schedule 7.1.1; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed Evidence that adequate insurance required to the Administrative Agent be maintained under this Agreement is in full force and the Lenders and effect in form and substance satisfactory to the Administrative AgentAgent and its counsel; (vi) A duly completed pro forma Compliance Certificate The Borrower shall have terminated the commitments, and paid in full all Indebtedness, interest, fees and other amounts outstanding, under the $130,000,000 Credit Agreement dated as of March 8, 2005, among the last day Borrower, the lenders parties thereto and Citibank, N.A., as agent for such lenders, and each of the Fiscal Quarter lenders that is a party to such Credit Agreement hereby waives, upon execution of Borrowing Agent most recently ended prior this Agreement, the three Business Days notice required by Section 2.04 of such Credit Agreement relating to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer termination of Borrowing Agentcommitments thereunder; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (viii) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby have been obtained; (ix) The projected financial projections (including balance sheets, statements of operations and cash flows) of the Borrower for the 2009 through 2012 fiscal years; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole Evidence that after giving effect to the transactions contemplated by this Agreement; (xi) The Statements the Loan Documents, the Borrower has a sufficient mine bonding capacity to conduct its operations as projected in accordance with the financial projections of the Borrower and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable its Subsidiaries provided to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent; and (xiiixi) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: : (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iiii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral;, including a pledge of all of the equity in Hourglass Sands and High Point. (vii) Written opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1. (iii) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (iv) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (v) All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the Borrower of the Real Property, from the lessors of such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Administrative Agent (the "Lessor Consents"). (vi) To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (1) the Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement by delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (which shall be the Closing Date) pursuant to which Loans (to which the Base Rate Option applies) are requested; and (2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, addressed by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such termination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (vii) A Lien search in acceptable scope and with acceptable results. (viii) Evidence that after giving effect to the transactions contemplated by the Loan Documents, the Borrower has a sufficient mine bonding capacity (or other security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in accordance with the financial projections of the Borrower and its Subsidiaries provided to the Administrative Agent. (ix) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (x) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xi) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xii) Completion of all necessary FEMA flood zone diligence requirements. (xiii) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Lenders and Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent;. (vixiv) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible An Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such each Loan Party, certified by a Responsible Officer that each is acting in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 their capacities as such officers, shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, delivered a certificate in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency capital adequacy and solvency of each of the Loan Parties taken as a whole Party after giving effect to the transactions contemplated by this Agreement;hereby. (xixv) The Statements A review of the amount and nature of all tax, ERISA, employee retirement benefit, environmental and all other contingent liabilities to which the Projections;Loan Parties may be subject. (xiixvi) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “"know your customer” " and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and. (xiiixvii) A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in compliance on a Pro Forma Basis with the covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of the Loans hereunder. (xviii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A a certificate of each of the Loan Parties Borrower signed by a Responsible OfficerCompliance Officer of the Borrower, dated as of the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (c) no Event of Default or Default exists, (d) there has occurred no material adverse change either (y) no Material Adverse Effect has occurred since in the date business, properties, assets, condition (financial or otherwise) or prospects of the last audited financial statements of Loan Parties and their respective Subsidiaries, taken as a whole or (z) in the Borrowers delivered facts and information regarding the Loan Parties and their respective Subsidiaries as represented to the Administrative Agent (and the Administrative Agent Lenders up to the Closing Date, taken as a whole, (e) each of the Loan Parties has satisfied each of the closing conditions required to be satisfied by it hereunder, (f) attached thereto is a true, correct and Required Lenders complete copy of the ACS Cable Seller Note Documentation and the Existing Parent Note Documentation as in effect on the Closing Date; (g) the Existing Parent Note Documentation has not been modified since May 7, 2015; (h) after giving effect to the funding of the Term Loans, the initial credit extension under the First Lien Credit Facilities, and the payment of all fees and costs under Section 4.1(b), (x) the Liquidity Balance of the Loan Parties plus (y) all unrestricted cash on deposit in the Full Dominion Account on the Closing Date shall not have otherwise determined) be less than $40,000,000 (reduced by fees and expenses incurred by the Loan Parties in connection with the closing of the Credit Facilities and the other transactions contemplated on the Closing Date); and (zi) attached thereto is a true, correct and complete copy of the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedFirst Lien Loan Documents; (ii) A a certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents Organizational Documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business or existence (as applicable) of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) this Agreement, the Intercreditor Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer and all appropriate financing statements and evidence that the parties thereto; (iv) Appropriate transfer First Lien Administrative Agent has received appropriate stock powers and stock or other certificates evidencing the pledged CollateralCollateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) Written opinion(s) customary written opinions of counsel for the Loan Parties, duly executed (including any local counsel required by the Administrative Agent), dated as of the Closing Date; (vi) evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (vii) a duly completed Compliance Certificate setting forth the calculation, calculated on a pro forma basis for the four fiscal quarters ending September 30, 2015, of the Net Total Leverage Ratio and the Senior Leverage Ratio using Indebtedness and Senior Indebtedness as of the Closing Date after giving effect to the funding of the Term Loan and the initial credit extensions under the First Lien Credit Agreement and signed by a Compliance Officer of the Borrower, and showing compliance with the financial covenants set forth in Sections 8.1 and 8.2; (viii) each of the SBIC Side Letter, SBA Form 480 and SBA Form 652 duly executed and completed by the Borrower; (ix) a duly completed, executed Perfection and Diligence Certificate signed by a Compliance Officer of each of the Loan Parties; (x) a duly completed, executed Solvency Certificate signed by a Compliance Officer of each of the Loan Parties; (xi) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (xii) evidence that the Credit Agreement (the “Existing Credit Facility”) dated October 21, 2010 among the Borrower, the Parent, the several banks and other financial institutions or entities from time to time parties thereto as lender and JPMorgan Chase Bank, as administrative agent, as amended, has been terminated, and all outstanding obligations thereunder have been paid in full and all Liens securing such obligations have been released; (xiii) a Lien search with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent and the Lenders with results showing no Liens other than Permitted Liens and in form and substance otherwise satisfactory to the Administrative Agent; (vixiv) A duly completed pro forma Compliance Certificate as true, correct and complete copies of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred Material Agreements not already delivered pursuant to another clause of this Agreement), signed by a Responsible Officer of Borrowing AgentSection 4.1; (viixv) All material consents, licenses and approvals required for the delivery and performance if requested by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) , an executed landlord agreement from the lessor, warehouse operator or other applicable Person for each leased location with Collateral valued in the aggregate in excess of $1,500,000, subordinating such Person’s Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as goods stored at that location to the Solvency Prior Security Interest of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and containing such other documentation terms and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions provisions as the Administrative Agent or its counsel may shall reasonably request.require;

Deliveries. On the Closing DateEach of Grant Tani, the Administrative Agent LLC and the Principals shxxx xxxx xxecuted, where applicable, and delivered to Holdings (or shall have received each of caused to be executed and delivered to Holdings by the following in form and substance satisfactory to appropriate person) the Administrative Agentfollowing: (i) a. A certificate of each the Secretary of Grant Tani and a manager of the Loan Parties signed LLC that xxxx xxxxxy has completed all required actions contemplated by a Responsible Officerthe Transaction Documents; b. The certificate or certificates contemplated by Section 9.2; c. The certificates contemplated by Section 9.3 and 9.4; d. The certificates contemplated by Sections 9.10, dated the Closing Date stating that (x) the Loan Parties are in compliance with each 9.11, 9.12 and 9.13; e. The LLC Agreement; f. Certified copies of resolutions of the covenants and conditions hereunder and under board of directors (and, if necessary, the Loan Documents, (yshareholders) no Material Adverse Effect has occurred since authorizing the date execution of the last audited financial statements of the Borrowers delivered each Transaction Document to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedwhich Grant Tani is a party; x. The articles of incorporation (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization Secretary of State of California) and the continued valid existence, good standing and qualification to engage in its business bylaws of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationGrant Tani; (iii) This Agreement and each h. A xxxxxxxxxte of the other Loan Documents duly executed by Secretary of Grant Tani certifying that the parties thereto; resolutionx, xxxxxxxs of incorporation and bylaws in paragraphs (ivf) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (vg) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is above are in full force and effect and none other is so required have not been amended or necessarymodified, and that the officers of Grant Tani are those persons named in the xxxxxxxxxte; i. Certified copies of the resolutions of the board of managers (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff lettersand, if applicablenecessary, in form and substance reasonably satisfactory the Members) authorizing the execution of each Transaction Document to which the Administrative Agent)LLC is a party; (ix) Lien searches in acceptable scope and with acceptable resultsj. The LLC Certificate, certified as of a recent date by the Secretary of State of Delaware; (x) k. A certificate of the chief financial officer a manager of the Borrowing Agent LLC certifying that the resolutions and LLC Certificate in paragraphs (i) and (j) above are in full force and effect and have not been amended or modified; l. A certificate issued by the appropriate state authority certifying that each of Grant Tani and the LLC are validly existixx xx xxxx state as to of the Solvency most recent practicable date; m. The Employment Agreements; n. The Management Operating Agreement; o. The Offer Letters; p. True and correct copies of each of the Loan Parties taken as a whole after giving effect other Transaction Documents (including, without limitation, the Assignment and Assumption Agreement); q. An opinion from Glassman, Browning & Saltsman, Inc., counxxx xx xacx xx Xxxnt Xxxx xxx the LLC, in the form of Exxxxxx X; r. An opinion from Jane Katz Crist, Esquire, special counsel xx xxxx xx Xxxnt Tani and the LLC, in the form of Exxxxxx X; xnd s. A copy of the Form D to be filed with the SEC with respect to the transactions contemplated by this Agreement; (xi) The Statements issuance of the LLC Interests and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate any similar filing or notification of Beneficial Ownership and such other documentation and other information requested in connection filing that will be filed with any applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requeststate securities commission.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A a certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent December 31, 2020 (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 [Each Loan or Letter of Credit] (other than conditions in the control of the Administrative Agent or any of the Lenders or that require documents or conditions to be satisfactory to the Administrative Agent or any of the Lenders) have been satisfied; (ii) A a certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This this Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, Parties addressed to the Administrative Agent and the Lenders Lenders, each dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent; NAI-0000000000v16 (v) a Compliance Certificate completed on a pro forma basis after giving effect to this Agreement and the borrowing of the initial Loans and/or issuance of the initial Letters of Credit, if any, hereunder, as of the Closing Date, signed by an Authorized Officer of the Borrower; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to reasonably satisfactory evidence that all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is Party are in full force and effect and none no other is so required or necessary; (viiivii) Evidence evidence that all Indebtedness not permitted under Section 9.2 this Agreement shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent). Without limiting the foregoing, all Indebtedness, liabilities or obligations (other than unasserted contingent indemnification obligations) owing by the Loan Parties under the Third Amended and Restated Senior Secured Credit Agreement by and among certain of the Loan Parties, KeyBank National Association, as Administrative Agent, and certain additional lenders, dated December 15, 2020, shall have been paid in full and all commitments, if any, thereunder have been terminated; (ixviii) Lien searches in acceptable scope and with acceptable results; (x) A a certificate of the chief financial officer an Authorized Officer of the Borrowing Agent Borrower as to the Solvency of each of the Loan Parties Borrower and its Subsidiaries taken as a whole after giving effect to this Agreement, the transactions contemplated by to occur on the Closing Date and the initial Loans and Letters of Credit, if any, hereunder; (ix) the Statements and the Projections; (i) the absence of any Material Adverse Change in the financial condition of the REIT Guarantor, the Borrower or the other Loan Parties and from the information previously delivered to the Administrative Agent in connection with the transactions contemplated hereby, (ii) the absence of any material disruption of financial or capital markets and (iii) the absence of any materially adverse litigation affecting the Loan Parties or the closing of this Agreement; (xi) The Statements a satisfactory review of the financial condition of the Loan Parties’ and the Projectionstheir Subsidiaries’ assets; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership for the Borrower (if such Borrower is a “legal entity customer” as defined in the Beneficial Ownership Regulation) and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.. NAI-0000000000v16

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A a certificate of each the Borrower on behalf of itself and the other Loan Parties signed by a Responsible Officeran Authorized Officer of the Borrower, dated as of the Closing Date stating that (xA) all representations and warranties of the Loan Parties set forth in this Agreement and each other Loan Document are true and correct in all material respects, except that such representations and warranties that are qualified in this Agreement by reference to materiality or Material Adverse Effect shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (B) no Event of Default or Default exists or is continuing as of the Closing Date, (C) except as are permitted to be delivered on a post-closing basis pursuant to Section 6.15, all Governmental Authority authorizations required with respect to the execution, delivery or performance of this Agreement and the other Loan Documents by the Loan Parties have been received, (D) there has occurred no Material Adverse Effect, (E) the Loan Parties are in compliance on a Pro forma Basis with the financial covenant set forth in Section 8.1 and attaching the calculation showing such compliance thereto and (F) each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect Parties has occurred since the date satisfied each of the last audited financial statements of the Borrowers delivered other closing conditions required to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedbe satisfied by it hereunder; (ii) A a certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan PartiesParties and Shenandoah Telephone Company, certifying as appropriate as to: (A) all corporate or limited liability company action taken by each Loan Party to validly authorize, duly execute and deliver Shenandoah Telephone Company in connection with the authorization of this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (B) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents on behalf of each Loan Party and Shenandoah Telephone Company and their true signatures; and (C) copies of its organizational documents Organizational Documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business or existence (as applicable) of each Loan Party in the state of its organization and Shenandoah Telephone Company in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Effect; (iv) this Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged CollateralCollateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) Written opinion(s) a customary written opinion of Xxxxxx Xxxxxxx Xxxxx LLP, counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent Agent; (ii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral; (iii) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and Required Lenders shall not have otherwise determined) its counsel naming the Administrative Agent as additional insured and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedlender loss payee; (iiiv) At least five business days prior to the Closing Date (to the extent requested no later than 10 business days prior to the Closing Date), all documentation and other information requested by the Administrative Agent, the Arranger or any Lender that is required by U.S. regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act; (v) A solvency certificate from an Authorized Officer of Holdings in substantially the form attached hereto as Exhibit 7.1.1; (vi) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iiivii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written Customary legal opinion(s) of counsel for to the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (ix) Delivery of the Pro Forma Financial Information; (x) A certificate All material regulatory approvals and licenses necessary for the consummation of the chief financial officer transactions under the Loan Documents shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions upon the consummation of the Borrowing Agent transactions under the Loan Documents; (xi) Evidence of no labor or ERISA matters affecting any Loan Party or any Subsidiary of any Loan Party; (xii) The Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid in full and all Liens securing such obligations shall have been released; (xiii) Evidence that the 2009 Senior Notes have been refinanced with the 2017 Senior Notes; (xiv) A duly completed Compliance Certificate as to the Solvency of each of the Loan Parties taken as Closing Date, setting forth pro-forma compliance of Holdings and its Subsidiaries on a whole consolidated basis, after giving effect to the transactions contemplated under the Loan Documents, signed by this Agreement; (xi) The Statements and the Projections; (xii) Certificate an Authorized Officer of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActHoldings; and (xiiixv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On Subject to Section 8.1.15 [Post-Closing Requirements], on the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) each of the representations and warranties of the Loan Parties set forth in Article 6 [Representations and Warranties] of this Agreement are true and correct in compliance with each all material respects (without duplication of any materiality qualifiers contained therein) as of the covenants Closing Date (except representations and conditions hereunder warranties which relate solely to an earlier date or time, which representations and under warranties shall be true and correct on and as of the Loan Documentsspecific dates or times referred to therein), (y) no Material Adverse Effect has occurred since the date Event of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Default or Potential Default exists, and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedsince December 31, 2018, no Material Adverse Change has occurred; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Domestic Loan Parties, or the equivalent authorized signatory for the Foreign Borrower and Exploit BV (which for the purposes of this sub-clause (ii) shall be included in the definition of Loan Party), certifying as appropriate as to: (Aa) all action taken the true and complete copy of resolutions duly adopted by each the board of directors of such Loan Party to validly authorize(or its managing general partner, duly execute managing member or equivalent) and, if required, shareholders of such Loan Party, authorizing the execution, delivery and deliver this Agreement and performance of the other Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and attaching copies of that such resolution resolutions have not been modified, rescinded or other corporate or organizational actionamended and are in full force and effect on the Closing Date; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with with, to the extent available in the relevant jurisdiction, certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each such Loan Party in (i) the state where such Loan Party is organized and (ii) in all other jurisdictions where the property owned or leased by such Loan Party or the nature of its organization the business transacted by it or both makes such licensing or qualification necessary, except as to this clause (ii) where failure to do so would not reasonably be expected to result in a Material Adverse Change and (d) to the extent required, a copy of the positive works council advice and the request for advice in relation to each state where conduct of business or ownership or lease of properties or assets requires such qualificationthe Foreign Borrower and Exploit BV; (iii) This Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer and to the parties thereto; (iv) Appropriate transfer extent required under applicable requirements of Law, appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(sopinions of counsel (including local counsel) of for the Loan Parties (or, in relation to the Dutch Pledge Agreements, counsel for the Loan PartiesAdministrative Agent), dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (viv) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness Evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each Agreement is in full force and effect and none other is so required effect, with additional insured or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statementslender loss payable endorsements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if as applicable, attached thereto in form and substance reasonably satisfactory to the Administrative Agent)Agent demonstrating compliance with the requirements set forth in Section 8.1.3 [Maintenance of Insurance]; (ixvi) Uniform Commercial Code financing statements in appropriate form for filing under the Uniform Commercial Code and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate, or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Collateral Documents. All certificates, agreements or instruments representing or evidencing the pledged securities accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Collateral Agent; (vii) A duly completed Compliance Certificate evidencing pro forma compliance with the Financial Covenants as of the last day of the fiscal quarter of Parent ended March 31, 2019, signed by an Authorized Officer of Parent; (viii) Lien searches in acceptable scope and with acceptable results; (xix) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have receivedperfection certificate, in form and substance reasonably acceptable to the Administrative Agent Agent, executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Lender an executed Certificate of Beneficial Ownership Loan Party; (x) Evidence, in form and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulationssubstance satisfactory to the Administrative Agent, including the USA PATRIOT Actthat since December 31, 2018 there shall not have occurred any change, development or event that has or would reasonably be expected to cause a Material Adverse Change; and (xiiixi) Such other documents Pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the fiscal years 2019 through 2023, including assumptions used in connection with such transactions as preparing the Administrative Agent or its counsel may reasonably requestforecast financial statements.

Deliveries. On At the Closing, the Company shall have executed and delivered to Cisco the following documents: (a) the Amended and Restated Shareholders Agreement, dated November 1, 2002 amending and restating that certain Unitholders Agreement, dated March 28, 2000, as amended (the “Shareholders Agreement”); (b) the Second Amended and Restated Registration Rights Agreement, dated November 1, 2002 (the “Registration Rights Agreement”); (c) this Agreement; (d) an Officer’s Certificate, dated the Closing Date, stating that the Administrative Agent conditions specified in Section 1.1 have been fully satisfied and the conditions under Sections 1.2 and 1.3 have been fully satisfied to the extent such conditions relate to the Company’s obligations thereunder; (e) certified copies of the resolutions duly adopted by the Board, which resolutions shall not have received been rescinded or modified, authorizing the execution, delivery and performance of this Agreement, the Shareholders Agreement and the Registration Rights Agreement and each of the following in form other agreements contemplated hereby to which the Company is a party or by which it is bound, the issuance and substance satisfactory to the Administrative Agent: (i) A certificate of each sale of the Loan Parties signed by a Responsible OfficerPreferred Stock, dated the reservation for issuance upon conversion of the Preferred Stock of that number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock and the consummation of all other transactions to occur as of the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in as contemplated by this Section 7.1 and Section 7.2 have been satisfiedAgreement; (iif) A certificate dated the Closing Date and signed by a Responsible Officer of each certified copies of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement Certificate of Incorporation and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the namesBylaws, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents each as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iiig) This Agreement copies of all third party and each governmental consents, approvals and filings required in connection with the consummation of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated transactions to occur as of the Closing Date, addressed to the Administrative Agent hereunder (including all blue sky law filings and the Lenders waivers of all preemptive rights and in form and substance satisfactory to the Administrative Agent;rights of first refusal); and (vih) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect documents relating to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable Agreement as counsel to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel Cisco may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xw) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in compliance with each all material respects (except for those representations and warranties that are qualified by reference to materiality, which shall be true and correct in all respects), (x) no Event of the covenants Default or Potential Default exists, and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedFebruary 26, 2012; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorizeduly authorize the execution, duly execute delivery and deliver performance of this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with office; and (d) certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties an Authorized Officer and each other party thereto; (iv) Appropriate transfer All appropriate stock powers and stock or other certificates evidencing the pledged CollateralSubsidiary Equity Interests; (v) Written opinion(s) A written opinion of U.S. counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, in form and substance reasonably satisfactory to the Lender; (vii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrowers most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryBorrowers; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory Any material consents required to effectuate the Administrative Agent)transactions contemplated hereby; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of Such environmental information and reports as the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this AgreementLender may have requested; (xi) The Statements and A certificate of the ProjectionsBorrowers certifying as to the delivery of each of the deliveries of the Borrowers to the Lender required in Sections 7.1.1(i) through (x) (but not certifying as to the Lender’s satisfaction therewith); (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to A Loan Request for any Loans being requested on the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActClosing Date; and (xiii) Such other documents in connection with such transactions as the Administrative Agent Lender or its said counsel may have reasonably requestrequested.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder and under the Loan Documents, (y) no Event of Default or Potential Default exists and no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (B) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1(a); (v) Evidence that adequate insurance, including flood insurance if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower, demonstrating pro forma compliance with the financial covenants contained in this Agreement; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that the Existing Credit Agreement has been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) securing such obligations and commitments have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)released; (ix) A Lien searches search in acceptable scope and with acceptable resultsresults for each Loan Party; (x) A certificate Evidence of casualty and liability insurances for each of the chief financial officer Loan Parties, together with mortgagee, lender loss payee and additional insured endorsement in favor of the Borrowing Lenders, all of which shall be acceptable to the Administrative Agent; (xi) The Chief Financial Officer of the Borrower shall have delivered a certificate in form and substance satisfactory to the Administrative Agent as to the Solvency of each capital adequacy and solvency of the Loan Parties taken as a whole Borrower and its Subsidiaries after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projectionshereby; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (iA) A certificate of each the Lead Borrower signed by an Authorized Officer of the Loan Parties signed by a Responsible OfficerLead Borrower, dated the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in compliance with each all material respects as of the covenants Closing Date (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and conditions hereunder warranties are true and under the Loan Documentscorrect in all respects), (yb) no Event of Default or Potential Default exists and (c) no Material Adverse Effect has Change shall have occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedJanuary 28, 2017; (iiB) A certificate dated the Closing Date and signed by a Responsible an Authorized Officer of each of the Loan PartiesParty, certifying as appropriate as to: (Aa) resolutions authorizing all action taken by each such Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies Documents; (b) the names of the Authorized Officers of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers Loan Party authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its such Loan Party’s organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the its state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganization; (iiiC) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto;an Authorized Officer; 216004669 (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (vD) Written opinion(s) opinions of counsel for the Loan Parties, dated as the Closing Date for the benefit of the Closing DateAdministrative Agent and each Lender; (E) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed and with respect to liability insurance coverage, with additional insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and in form and substance satisfactory to its counsel naming the Administrative AgentAgent as additional insured; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viiiF) Evidence that all Indebtedness not permitted under Section 9.2 7.2.1 [Indebtedness] shall have been paid in full (and all commitments in respect thereof terminated) and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ixG) Lien searches in acceptable scope The Statements and with acceptable resultsthe Projections; (xH) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Lead Borrower most recently ended prior to the Closing Date for which financial statements are available evidencing compliance with the financial covenants set forth in Section 7.2.13 [Minimum Fixed Charge Coverage Ratio] and Section 7.2.14 [Maximum Leverage Ratio], signed by an Authorized Officer of Borrower (the “Closing Compliance Certificate”); (I) A certificate of the chief financial officer an Authorized Officer of the Borrowing Agent Lead Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xiJ) The Statements All material regulatory approvals and material consents and licenses necessary for the Projectionsconsummation of the transactions contemplated hereunder shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder; (xiiK) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent Lien searches in acceptable scope and each Lender shall have received, in form and substance with acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other results; (L) All documentation and other information requested in connection with required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiiM) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (iA) A certificate of each the Lead Borrower signed by an Authorized Officer of the Loan Parties signed by a Responsible OfficerLead Borrower, dated the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in compliance with each all material respects as of the covenants Closing Date (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and conditions hereunder warranties are true and under the Loan Documentscorrect in all respects), (yb) no Event of Default or Potential Default exists and (c) no Material Adverse Effect has Change shall have occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent January 28, 2017; (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iiB) A certificate dated the Closing Date and signed by a Responsible an Authorized Officer of each of the Loan PartiesParty, certifying as appropriate as to: (Aa) resolutions authorizing all action taken by each such Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies Documents; (b) the names of the Authorized Officers of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers Loan Party authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its such Loan Party’s organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the its state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; organization; (iiiC) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; an Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (vD) Written opinion(s) opinions of counsel for the Loan Parties, dated as of the Closing Date, addressed to Date for the benefit of the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; each Lender; (viE) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness Evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each Agreement is in full force and effect effect, and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statementswith respect to liability insurance coverage, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, additional insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.223667699

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A certificate of each of the Loan Parties signed by a Responsible Officeran Authorized Officer of such Loan Party, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and other conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct organized and in a state listed on Schedule 6. 1.1 where such Loan Party maintains a principal place of business or ownership or lease of properties or assets requires such qualificationbusiness; (iii) This Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the parties theretopledged Collateral, which shall be in form and substance reasonably satisfactory to the Administrative Agent; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing DateDate and as to the matters set forth in Schedule 7.1.1, addressed which shall be in form and substance reasonably satisfactory to the Administrative Agent; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Lenders Administrative Agent as additional insured and lender loss payee, all of which shall be in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate closing date certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consentsBorrower, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Partywhich closing date certificate shall show a Leverage Ratio less than or equal to 3.50 to 1.00, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 which certificate shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, be in form and substance reasonably satisfactory to the Administrative Agent; (vii) All material consents required to effectuate the transactions contemplated hereby, including all regulatory approvals and licenses, absent any legal or regulatory prohibitions or material restrictions; (viii) Evidence that amendments to the Senior Notes (2010), the Private Shelf Agreement and the Intercreditor Agreement have been entered into in form and substance consistent with the terms set forth herein and reasonably satisfactory to the Administrative Agent; (ix) A Lien searches search in acceptable scope and with acceptable results, showing no Liens other than Permitted Liens; (x) A certificate of Evidence that the chief financial officer of ADS Mexicana Credit Facility has been entered into in accordance with the Borrowing Agent as to terms and conditions set forth in the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreementcommitment letter and term sheet applicable thereto; (xi) The Statements Evidence that the indebtedness and obligations under the Existing Credit Agreement have been amended and restated and shall from and after the Closing Date be evidenced by this Agreement and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActLoan Documents; and (xiiixii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On The Company shall have delivered, or caused to be delivered, to Parent the following: (a) a certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer certifying to the effect that, as of the Closing Date, the Administrative Agent shall have received each of the following conditions set forth in form Sections 9.1 and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect 9.2 has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iib) A a certificate dated as of the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties theretoCompany satisfying the requirements set forth in Treasury Regulation Sections 1.1445‑2(c)(3) and 1.897‑2(h), certifying that the Company is not nor has been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any time during the five (5) years preceding the date of the certificate and a notice duly executed by the Company from the Company to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2) in form and substance reasonably satisfactory to Parent, along with the Company’s duly executed written authorization for Parent, as agent for the Company, to deliver such notice to the IRS on behalf of the Company upon the Closing; (ivc) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Partiesresignations, dated as of the Closing Date, addressed of each director and, to the Administrative Agent and the Lenders and extent requested by Parent in form and substance satisfactory to the Administrative Agent; writing at least five (vi5) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended Business Days prior to the Closing Date (after giving pro forma effect Date, each officer of the Company, effective at or prior to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agentthe Effective Time; (viid) All material consentsthe Certificate of Merger, licenses and approvals required for duly executed by the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryCompany; (viiie) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statementsthe Escrow Agreement, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to duly executed by the Administrative Agent)Stockholder Representative; (ixf) Lien searches in acceptable scope and with acceptable resultsthe Payoff Letters; (xg) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this AgreementIntercompany Notes Payoff Letter; (xih) The Statements the Stockholder Written Consent and Agreement signed by Company Stockholders holding at least 92% of the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent issued and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Actoutstanding Company Common Stock; and (xiiii) Such other documents the 2017 Audited ABILITY Financial Statements. If the Closing occurs, all conditions set forth in connection with such transactions this SECTION 9 that have not been fully satisfied as of the Administrative Agent or its counsel may reasonably requestClosing shall be deemed to have been fully waived.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (iv) The Intercreditor Agreement shall have been executed and delivered by Collateral Agent, the Administrative Agent on behalf of each of the Lenders and the Noteholders and consented to by the Borrower and each other Loan Party; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vivii) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessaryBorrower; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory All material consents required to effectuate the Administrative Agent)transactions contemplated hereby; (ix) Evidence that the Existing Credit Agreement has been amended and restated by this Agreement, and all outstanding obligations thereunder have been settled or paid and all Liens securing such obligations have been assigned to the Collateral Agent as security for the Senior Secured Obligations, which include the Obligations. The Loan Parties and the other parties hereto intend that no novation shall occur with respect to the obligations so amended and restated, and that such Liens shall continue as security for the Senior Secured Obligations, as a portion thereof are amended and restated pursuant to this Agreement; (x) Evidence that the Borrower has caused to be satisfied all obligations owed to the Noteholders under the Note Purchase Agreement related to the 6.82% Senior Notes due 2011. (xi) Execution and delivery to the Administrative Agent by Bank of America, N.A. and the Loan Parties, and consented to by the Majority Creditors (as defined in the Intercreditor Agreement dated September 10, 2008), of an Assignment Agreement in form and substance acceptable to the Administrative Agent, whereby Bank of America, N.A. assigns its rights as collateral agent under the Security Agreement dated September 10, 2008, to PNC. (xii) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties Borrower signed by a Responsible an Authorized Officer, dated as of the Closing Date stating that (w) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each the Secretary or an Assistant Secretary of the Loan PartiesBorrower, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver the Borrower in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and Borrower in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers Certified copies of the FERC Order and stock or other certificates evidencing the pledged CollateralIURC Order; (v) Written opinion(s) A written opinion of counsel for the Loan PartiesBorrower, dated as of the Closing Date, addressed Date and as to the Administrative Agent and the Lenders and matters set forth in form and substance satisfactory to the Administrative AgentSchedule 7.1(a); (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness Evidence that adequate insurance required to be incurred pursuant to maintained under this Agreement), signed by a Responsible Officer of Borrowing AgentAgreement is in full force and effect; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “"know your customer” " and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiiviii) All material consents required to effectuate the transactions contemplated hereby; and (ix) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xv) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (x) no Event of Default or Potential Default exists, (y) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) Agent, and (z) after giving effect to the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedinitial Loans hereunder, each of the Loan Parties is Solvent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and with additional insured special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured; (vi) A duly completed pro forma Compliance Certificate as of the last day Closing Date, setting forth pro-forma compliance of the Fiscal Quarter of Borrowing Agent most recently ended prior Borrower and its subsidiaries on a consolidated basis, after giving effect to the Loans (the “Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this AgreementCompliance Certificate”), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals consents required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessarytransactions contemplated hereby; (viii) Evidence that the Existing Credit Agreement has been terminated, and all Indebtedness not permitted under Section 9.2 shall outstanding obligations thereunder have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)paid; (ix) A Lien searches search in acceptable scope and with acceptable results; (x) A certificate Pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flows) for the chief years 2013 through 2017, including assumptions used in preparing the forecast financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreementstatements; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request, including all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act.

Deliveries. On At the Closing, the Company shall deliver the following items to the Series C Investors, against: (i) payment by each Series C Investor of its respective portion of the Purchase Price in connection with the Series C-1 Preferred Shares purchase by it; (ii) payment by each Series C Investor of its respective portion of the Purchase Price in connection with the Series C-3 Preferred Shares purchased by it; and (iii) delivery by each Lender of a notice of conversion with respect to its Note, together with the original Note surrendered by it for cancellation: (a) (i) a copy of the register of members of the Company as at the date of the Closing Date, the Administrative Agent shall have received reflecting each Series C Investor’s and each Lender’s ownership of the following respective Purchased Shares, (ii) a copy of the register of directors as at the date of the Closing, each certified by a director of the Company to be a true and complete copy thereof, and (iii) a table showing the capitalization of the Company on a fully-diluted basis immediately after the Closing; (b) duly issued share certificates to each Series C Investor and each Lenders representing the respective Shares purchased by such Series C Investor or the Lender; (c) a compliance certificate dated as of the Closing signed by each Warrantor or a duly authorized representative of each Warrantor, as applicable, certifying that all of the conditions set forth in Section 5 (other than Section 5.4) have been fulfilled, and attaching and certifying as true and complete a copy of the Company’s Agreed M&A as in effect as of the Closing; (d) a certificate of good standing issued by the Registrar of Companies of the Cayman Islands dated no earlier than ten (10) Business Days prior to the Closing certifying that the Company has been duly incorporated, has paid all required fees and taxes, and is validly existing and in good standing under the laws of the Cayman Islands; (e) a certificate of good standing issued by the Registrar of Companies of the British Virgin Islands dated no earlier than ten (10) Business Days prior to the Closing certifying that CCH has been duly incorporated, has paid all required fees and taxes, and is validly existing and in good standing under the laws of the British Virgin Islands; (f) a legal opinion of the Company’s Cayman Islands counsel in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (Series C Investors and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedLenders; (iig) A certificate dated the Closing Date and signed by a Responsible Officer of each legal opinion of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of CCH’s British Virgin Islands counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative AgentSeries C Investors and the Lenders; (vih) A duly completed pro forma Compliance Certificate as a legal opinion of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, Company’s PRC counsel in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements Series C Investors and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActLenders; and (xiiii) Such other documents in connection with such Board, and if necessary, members resolutions of the applicable Group Companies approving the transactions as the Administrative Agent or its counsel may reasonably requestcontemplated herein.

Deliveries. On At the Closing DateClosing: (a) The Company shall deliver, the Administrative Agent or shall have received cause to be delivered, each of the following in form and substance satisfactory to Acquiror, unless Acquiror waives the Administrative Agentdelivery thereof: (i) A certificate The written resignations of each director and officer of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedCompany set forth on Schedule 3.2(a)(i); (ii) A certificate dated the Closing Date and signed by a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationThe Company Officer’s Certificate; (iii) This Agreement and each of the other Loan Documents duly executed by the parties theretoThe Company Legal Opinion; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged CollateralThe Xxxxxxxx Xxxxxx Opinion; (v) Written opinion(s) of counsel for the Loan Partiesconfirmation, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to Acquiror, that the Administrative AgentIntel Contingent Obligation has been paid in full by the Company; (vi) A duly completed pro forma Compliance Certificate as Evidence of releases of all Liens on the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this AgreementAssets set forth in Schedule 3.2(a)(vi), signed by a Responsible Officer of Borrowing Agent; (vii) All material consentsA certificate of the Secretary of the Company in form and substance reasonably acceptable to Acquiror, licenses and approvals required for certifying as to (A) the delivery and performance by any Loan Party authorization of any Loan Document the board of directors of the Company of this Agreement and the enforceability transactions contemplated hereby; (B) the names and the signatures of any Loan Document against such Loan Partythe Company’s officers authorized to sign the Transactions Documents to which it is a party; and (C) the Company’s and each of its Subsidiaries’ Charter Documents, certified by a Responsible Officer that each is as in full force and effect and none other is so required or necessaryat the Closing Date; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid If reasonably requested, a certificate or certificates of the kind described in full and that all necessary termination statements, release statements and other releases section 980 of the Irish Taxes Consolidation Xxx 0000 TCA in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to respect of the Administrative Agent);entire purchaser consideration. (ix) Lien searches in acceptable scope A certificate of the Chief Financial Officer of the Company (the “CFO Certificate”) certifying as to (A) the total amount of the Final Loan Stock Balance, and (B) as to each party to whom the Final Loan Stock Balance is owed at the Closing Date (and the amounts owed thereof), along with acceptable resultswire transfer or other instructions for payment of the Final Loan Stock Balance; (x) A certificate of the chief financial officer of the Borrowing Agent as Evidence satisfactory to the Solvency of each of Acquiror that the Loan Parties taken as a whole after giving effect to Company has obtained the transactions contemplated by this Agreement;Required Consents (xi) The Statements A copy of the audited consolidated balance sheet of the Company as of December 31, 2005 and the Projections;related statement of income and cash flow for the 12-month period then ended; and (xii) Certificate Executed Escrow Agreement. (b) Acquiror shall deliver, or shall cause to be delivered, each of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable the following to the Administrative Company, unless the Company waives the delivery thereof: (i) Acquiror shall pay to each party identified in the CFO Certificate, on behalf of the Company, the amount of the Final Loan Stock Balance owed to each such party in accordance with the payment instructions contained therein; (ii) Acquiror shall pay an amount equal to the Initial Cash Consideration and the Stock Consideration in accordance with the Offer Materials; (iii) Acquiror shall deposit the Escrowed Consideration into an escrow fund (the “Escrow Fund”) with the Escrow Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested pursuant to the Escrow Agreement in connection accordance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActOffer Materials; and (xiiiiv) Such other documents in connection with such transactions as Executed Escrow Agreement. (c) Buyer shall serve notice pursuant to Section 204(1) of the Administrative Agent or its counsel may reasonably requestCompanies Xxx 0000 that it desires to acquire the beneficial ownership of the Shares of any holder of Shares who has not accepted the offer.

Deliveries. (i) On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualification;qualified to do business. (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral;, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) Written opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1. (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (vi) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (vii) All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the Borrower of the Real Property, from the lessors of such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Administrative Agent (the “Lessor Consents”). (viii) To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (1) the Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement by delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (which shall be the Closing Date) pursuant to which Loans (to which the Base Rate Option applies) are requested; and (2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, addressed by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such termination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (ix) A Lien search in acceptable scope and with acceptable results. (x) Evidence that after giving effect to the transactions contemplated by the Loan Documents, the Borrower has a sufficient mine bonding capacity (or other security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in accordance with the financial projections of the Borrower and its Subsidiaries provided to the Administrative Agent. (xi) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (xii) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xiii) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xiv) Completion of all necessary FEMA flood zone diligence requirements. (xv) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Lenders and Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent;. (vixvi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible An Authorized Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such each Loan Party, certified by a Responsible Officer that each is acting in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 their capacities as such officers, shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, delivered a certificate in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency capital adequacy and solvency of each of the Loan Parties taken as a whole Party after giving effect to the transactions contemplated by this Agreement;hereby. (xixvii) The Statements A review of the amount and nature of all tax, ERISA, employee retirement benefit, environmental and all other contingent liabilities to which the Projections;Loan Parties may be subject. (xiixviii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and. (xiiixix) A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in compliance on a Pro Forma Basis with the covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of the Loans hereunder. (xx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.. Table of Contents

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedLender; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualificationorganized; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties theretoan Authorized Officer and all appropriate financing statements; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral;[Reserved]. (v) Written opinion(s) of counsel for the Loan PartiesEvidence that adequate insurance, dated as of the Closing Dateincluding flood insurance, addressed if applicable, required to the Administrative Agent be maintained under this Agreement is in full force and the Lenders effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentLender and its counsel naming the Lender as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Lender to assist in ensuring that the Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Lender with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Lender, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (vi) A duly completed pro forma Compliance Certificate as of All material consents required to effectuate the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agenttransactions contemplated hereby; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; (xviii) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) an executed Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, Ownership in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership Lender, and such other documentation and other information requested in connection with applicable “"know your customer” " and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiiix) Such other documents in connection with such transactions as the Administrative Agent Lender or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Administrative Agent Company shall have received deliver or cause to be delivered to each of Purchaser the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A certificate of each of this Agreement duly executed by the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedCompany; (ii) A certificate dated the Closing Date and signed by a Responsible Officer legal opinion of each of the Loan Parties, certifying as appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such qualification; (iii) This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicableCompany Counsel, in form and substance reasonably satisfactory to the Administrative AgentPurchasers; (iii) an opinion from Xxxxx, Xxxxxx & Xxxxxx LLP, counsel to the Depositary, in form and substance reasonably satisfactory to the Purchasers; (iv) a certificate, dated as of the Closing Date, of the Chief Executive Officer of the Company in which such officer shall state that (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects; (ii) the Company has complied with all of its material obligations, covenants and agreements and has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date of the most recent financial statements in the SEC Reports, including for the avoidance of doubt the Company’s Appendix 4E and Annual Report filed by the Company with the Commission on a Current Report on Form 6-K on August 29, 2019, there has been no Material Adverse Effect in the condition (financial or otherwise), results of operations, business, properties or prospectus of the Company and each Subsidiary as set forth in the SEC Reports; and (iv) no order suspending the use of the Registration Statement or Prospectus in any applicable jurisdiction has been issued and, to the Company’s knowledge no Proceedings for that purpose have been instituted or are pending; (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by its Chief Executive Officer; (vi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Registrar instructing the Registrar to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser; (vii) if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the difference between (A) such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price and (B) the number of ADSs otherwise issuable to such Purchaser that would cause such Purchaser’s beneficial ownership to be more than 9.99% of the issued and outstanding ADSs, with an exercise price of $0.0001 per ADS, subject to adjustment therein; (viii) a Series 1 ADS Warrant registered in the name of such Purchaser to purchase up to 1 ADS, with an exercise price equal to $0.70 per ADS, subject to adjustment therein, which warrant certificate shall be delivered no later than three (3) Trading Days of the Closing Date; (ix) Lien searches the Prospectus and Prospectus Supplement (which may be delivered in acceptable scope and accordance with acceptable resultsRule 172 under the Securities Act); (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement;Warrant Prospectus; and (xi) The Statements and the Projections;Lock-Up Agreements. (xiib) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable On or prior to the Administrative Agent and Closing Date, each Lender an Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed Certificate of Beneficial Ownership and by such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActPurchaser; and (xiiiii) Such other documents in connection such Purchaser’s Subscription Amount (less the aggregate exercise price of the Pre-Funded Warrants issuable to such Purchaser hereunder, if applicable), which shall be made available for “Delivery Versus Payment” settlement with such transactions as the Administrative Agent Company or its counsel may reasonably requestdesignee.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A a certificate of each of the Loan Parties Borrower signed by a Responsible OfficerCompliance Officer of the Borrower, dated as of the Closing Date stating that (xa) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (c) no Event of Default or Default exists, (d) there has occurred no material adverse change either (y) no Material Adverse Effect has occurred since in the date business, properties, assets, condition (financial or otherwise) or prospects of the last audited financial statements of Loan Parties and their respective Subsidiaries, taken as a whole or (z) in the Borrowers delivered facts and information regarding the Loan Parties and their respective Subsidiaries as represented to the Administrative Agent (and the Administrative Agent Lenders up to the Closing Date, taken as a whole, (e) each of the Loan Parties has satisfied each of the closing conditions required to be satisfied by it hereunder, (f) attached thereto is a true, correct and Required Lenders complete copy of the ACS Cable Seller Note Documentation and the Existing Parent Notes Documents as in effect on the Closing Date; (g) the Existing Parent Notes Documents have not been modified since May 7, 2015, (h) after giving effect to the initial Credit Extension, the funding of the Second Lien Loan and the payment of all fees and costs under Section 4.1(b), (x) the Liquidity Balance of the Loan Parties plus (y) all unrestricted cash on deposit in the Full Dominion Account on the Closing Date shall not have otherwise determinedbe less than $40,000,000 (reduced by fees and expenses incurred by the Loan Parties in connection with the closing of the Credit Facilities and the other transactions contemplated on the Closing Date) and (zi) attached thereto is a true, correct and complete copy of the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedSecond Lien Loan Documents; (ii) A a certificate dated as of the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents Organizational Documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business or existence (as applicable) of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) this Agreement, the Intercreditor Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged CollateralCollateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) Written opinion(s) customary written opinions of counsel for the Loan Parties, duly executed (including any local counsel required by the Administrative Agent), dated as of the Closing Date; (vi) evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured, mortgagee and lender loss payable special endorsements attached thereto naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable; (vii) a duly completed Compliance Certificate setting forth the calculation, calculated on a pro forma basis for the four fiscal quarters ending September 30, 2015, of the Net Total Leverage Ratio and the Senior Leverage Ratio using Indebtedness and Senior Indebtedness as of the Closing Date after giving effect to the initial Credit Extension and the funding of the Second Lien Loan and signed by a Compliance Officer of the Borrower, and showing compliance with the financial covenants set forth in Sections 8.1 and 8.2; (viii) a duly completed, executed Loan Request for each Loan or request for Credit Extension for each Letter of Credit requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (ix) a duly completed, executed Perfection and Diligence Certificate signed by a Compliance Officer of each of the Loan Parties; (x) a duly completed, executed Solvency Certificate signed by a Compliance Officer of each of the Loan Parties; (xi) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (xii) evidence that the Credit Agreement (the “Existing Credit Facility”) dated October 21, 2010 among the Borrower, the Parent, the several banks and other financial institutions or entities from time to time parties thereto as lender and JPMorgan Chase Bank, as administrative agent, as amended, has been terminated, and all outstanding obligations thereunder have been paid in full and all Liens securing such obligations have been released; (xiii) a Lien search with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent and the Lenders with results showing no Liens other than Permitted Liens and in form and substance otherwise satisfactory to the Administrative Agent; (vixiv) A duly completed pro forma Compliance Certificate as true, correct and complete copies of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred Material Agreements not already delivered pursuant to another clause of this Agreement), signed by a Responsible Officer of Borrowing AgentSection 4.1; (viixv) All material consents, licenses and approvals required for the delivery and performance if requested by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) , an executed landlord agreement from the lessor, warehouse operator or other applicable Person for each leased location with Collateral valued in the aggregate in excess of $1,500,000, subordinating such Person’s Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as goods stored at that location to the Solvency Prior Security Interest of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and containing such other documentation terms and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) Such other documents in connection with such transactions provisions as the Administrative Agent or its counsel may shall reasonably request.require;

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (xA) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects on such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (B) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (yC) no Event of Default or Potential Default exists, (D) no Material Adverse Effect has Change in any Loan Party or Subsidiary of any Loan Party shall have occurred since the date of the last audited financial statements of the Borrowers delivered certified to the Administrative Agent (and under the Administrative Agent and Required Lenders shall not have otherwise determined) Existing Credit Agreement, and (zE) the conditions stated Loan Parties are in this Section 7.1 compliance with ERISA, the Code and Section 7.2 have been satisfiedother applicable Laws applicable to Plan and Benefit Arrangements except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change, and all Plans maintained by any ERISA Group are funded in accordance with the minimum funding requirements of ERISA; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the parties theretoPledged Collateral; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinion(s) A written opinion of counsel for the Loan Parties, dated as of the Closing DateDate and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, addressed with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Lenders Administrative Agent as additional insured and lender loss payee; (vi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower; (vii) Delivery of the Financial Projections in form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (viiviii) All material consents, approvals and licenses and approvals required for to effectuate the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 transactions contemplated hereby as set forth on Schedule 6.1.13 shall have been paid in full obtained, and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed there shall be an absence of any legal or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent)regulatory prohibitions or restrictions; (ix) The Existing Credit Agreement shall have been terminated and all outstanding obligations thereunder shall be deemed to be Obligations hereunder, and such Obligations shall be allocated to each Lender on the Closing Date in accordance with such Lender’s Ratable Share; the Administrative Agent shall have paid all outstanding amounts owed to any lender under the Existing Credit Agreement who is not a Lender under this Agreement; (x) A Lien searches search in acceptable scope and with acceptable results; (xxi) A certificate Landlord’s Waivers executed and delivered to the Administrative Agent, on a commercially reasonable best efforts basis, from the lessors of certain of the chief financial officer of the Borrowing Agent leased Collateral locations as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projectionsidentified on Schedule 1.1(L); (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent With respect to each Loan Party and each Lender Subsidiary of each Loan Party, the capital structure, ownership, organization documents (including, without limitation, articles or certificate of incorporation, certificate of limited partnership, certificate of limited liability company, bylaws, partnership agreements, and limited liability company agreements), shareholder agreements or similar agreements among equity owners shall have receivedbe reasonably satisfactory, in form and substance acceptable substance, to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAgent; and (xiii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documentshereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Effect Change has occurred since the date of the last audited financial statements of the Borrowers Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfiedAgent; (ii) A certificate dated the Closing Date and signed by a Responsible Officer the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (Aa) all action taken by each Loan Party to validly authorize, duly execute and deliver in connection with this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational actionDocuments; (Bb) the names, authority and capacity names of the Responsible Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cc) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, existence and good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business organized or ownership or lease of properties or assets requires such qualificationqualified to do business; (iii) This Agreement and each of the other Loan Documents duly executed signed by the parties thereto; (iv) Appropriate transfer an Authorized Officer and all appropriate financing statements and appropriate stock powers and stock or other certificates evidencing the pledged Collateral; (viv) Written opinion(s) A written opinion of outside legal counsel for the Loan Parties, dated as of the Closing Date, addressed Date and as to the Administrative Agent matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and the Lenders effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative AgentAgent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter fiscal quarter of Borrowing Agent Borrower most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement)Date, signed by a Responsible an Authorized Officer of Borrowing AgentBorrower; (vii) All material consents, consents and regulatory approvals and licenses necessary to effectuate the transactions contemplated hereby shall have been completed and approvals required for the delivery and performance by any Loan Party there shall be an absence of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required legal or necessary; regulatory prohibitions or restrictions; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) A Lien searches search in acceptable scope and with acceptable results; ; (xix) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Unless an exemption otherwise applies, an executed Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, Ownership in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership Lender, and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act; and (xiiix) For the acquisition of Galvanize, Inc., copies of any agreements entered into by any Loan Party in connection with such Permitted Acquisition and any other documents or certificates as necessary for the Loan Parties to be in compliance with Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]; (xi) Pro forma projections for the fiscal years 2020 through 2025, all of which shall be in form and substance satisfactory to the Administrative Agent; and (xii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.