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 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 an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance 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; (viivi) 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.Borrowers 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 required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) each existing financing arrangement with any of the Existing Credit Agreement has Loan Parties as set forth on Schedule 7.1 have been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released or have been agreed to be promptly released. (ix) All fees and expenses A review of the Lenders amount and the Agent required nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to be paid by which the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Parties may be subject; (x) Certification Evidence that no claim, litigation, suit or other proceeding has been made the Borrowers have sufficient mine bonding capacity to conduct their operations as projected in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Borrowers and their Subsidiaries provided to the Administrative Agent.; (xi) Evidence that all of the Loan Parties’ coal reserves are owned by subsidiaries of Elk Creek, L.P. (known as Western Mineral Development, LLC and Ceralvo Holdings, LLC), Western Diamond LLC, Western Land Company, LLC and ▇▇▇▇▇▇▇▇▇ Coal Company, Inc.; (xii) Evidence that a minimum cash equity infusion of $5,000,000 has been made into Elk Creek, L.P. by its partners; (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; (xiv) 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 and its counsel as to the amount and nature solvency of all Tax, ERISA, employee retirement benefit and other contingent liabilities each Loan Party after giving effect to which the Borrower and its Subsidiaries may be subject.transactions contemplated hereby; (xiixv) Financial projections A Lien search in form acceptable scope and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.with acceptable results; and (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. (xivxvi) 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 an Authorized Officer of each Borrower, dated the Closing Date stating that (v) 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, (x) no Potential Default or Event of Default exists, and (y) no Material Adverse Change has occurred since January 30, 2010; (ii) A Simplified Borrowing Base Certificate prepared as of the last Business Day Closing Date in substantially the form of the month immediately preceding the Closing DateExhibit 7.3.4.1, showing total unused availability under the sum of Revolving Credit CommitmentsAvailability 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. hereby (iiincluding repayment of Indebtedness under the Existing Loan Agreement (including in respect of any outstanding letters of credit issued thereunder) A certificate and payment of each of the Loan Parties signed by an Authorized Officer, dated fees and expenses owing on the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each Date), of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.at least $300,000,000; (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer of each Loan Party and all appropriate financing statements and appropriate stock powers and certificates and other 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) A written opinion of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, each dated as of the Closing Date and opining as to the 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 effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower DSW most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.DSW; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that (a) the Existing Credit Loan Agreement has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations 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 the Administrative Agent’s Letter.; (x) Certification that no claim, litigation, suit Results of searches 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 substance evidence reasonably satisfactory to the Administrative Agent and its counsel (in each case dated as of a date reasonably satisfactory to the amount Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and nature Liens for which termination statements and releases reasonably satisfactory to the Administrative Agent are being tendered concurrently with such extension of all Tax, ERISA, employee retirement benefit and credit or other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance arrangements reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 delivery of such termination statements and ending on the Expiration Date.releases have been made; (xiiixi) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) Collateral Access Agreement or other lien waiver agreement from the lessor lessor, or other applicable Person for each leased Collateral location the fulfillment center and the main distribution center as required under the Security Agreement.; and (xivxii) 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 an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , except for representations and warranties which (bA) 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; , (cx) no Event of Default or Potential Default exists; , (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer the parties thereto and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateDate 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 effect to the transactions occurring on the Closing Date and the consummation of the Project Vitality Acquisition); (vii) All material consents, regulatory approvals and licenses required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) Absence of any legal or regulatory prohibitions or restrictions in connection with the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.transactions contemplated hereby; (ix) All fees 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 search in acceptable scope and expenses with acceptable results; (xi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location requested by the Administrative Agent; (xii) Receipt of the Lenders and the Agent required to be paid by 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, those fees set forth in the Patriot Act; (xv) Within three (3) Business Days prior to the Closing Date, the Administrative Agent’s Letter. (x) Certification that no claimAgent and each Lender shall have received, 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 substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount each Lender an executed Beneficial Ownership Certification and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject.USA PATRIOT Act; (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivxvi) 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited consolidated financial statements of the Borrower delivered to the Administrative Agent.Agent except as set forth on Schedule 6.1.6; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate insurance 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.; (viivi) 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) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees and expenses Evidence that deposit accounts have been opened at PNC for the purpose of paying the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Obligations; and (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 said 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 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 an Authorized Officer, dated the Closing Effective Date stating that: that (aw) the all representations and warranties hereunder 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; ), (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated as of the Closing Effective Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents (including originals of each Note requested by any Lender) signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as Parties acceptable to the matters set forth Administrative Agent in Schedule 6.1.1.its reasonable discretion; (viv) Evidence that adequate insurance 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.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Effective Date, signed by an Authorized Officer of Borrower.▇▇▇▇▇▇▇▇; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees documentation and expenses of other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.USA Patriot Act; and (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated as of the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as Parties acceptable to the matters set forth Administrative Agent in Schedule 6.1.1.its reasonable discretion; (viv) Evidence that adequate insurance 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.; (viivi) 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) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (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 the Administrative AgentAn executed landlord’s Letter. (x) Certification that no claim, litigation, suit waiver 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) lien waiver agreement from the lessor lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Security Agreement.; and (xivx) 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 The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as a certificate of the last Business Day Borrower signed by a Financial Officer 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 an Authorized OfficerBorrower, dated the Closing Delayed Draw Date stating that: that (a) the all representations and warranties hereunder of the Borrower set forth in Article V of this Agreement 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 a Material Adverse Effect shall be true and correct in all respects, as of the Delayed Draw 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; (c) no Event of Default or Potential Default exists; , (c) all material consents of any Governmental Authority or third party necessary for the Acquisition shall have been obtained and be in full force and effect without condition or provision that would reasonably be expected to have a “Buyer Adverse Condition” (as defined in the Acquisition Agreement as on effect on the Closing Date), (d) no Material Adverse Change event or condition has occurred since December 16, 2013 that individually or in the date aggregate has had, or is reasonably likely to have, a “Seller Material Adverse Effect” (as defined in the Acquisition Agreement in effect on the Closing Date), and (e) attached thereto is a true, correct and complete copy of the last audited financial statements Acquisition Agreement, together with all schedules, exhibits, appendices, attachments and amendments thereto, as in effect on the Delayed Draw Date; (ii) a duly executed Compliance Certificate dated the Delayed Draw Date and evidencing a Total Leverage Ratio of the Borrower delivered no greater than 3.95:1.00 on a proforma basis after giving effect to the Administrative Agent.Term Loans and the Acquisition; (iii) A a certificate dated the Closing Delayed Draw Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, Borrower certifying as appropriate as to: that (a) all action information 41 certified to in the certificate delivered to the Administrative Agent and the Lenders on the Closing Date pursuant to Section 4.1(b)(ii) remains true and correct in all respects as of the Delayed Draw Date, or providing updates to any changes therein, (b) each of the Organizational Documents attached thereto has not been modified since the Closing Date and remains in full force and effect or providing updates to any changes therein and (c) all corporate actions taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) Documents remain in full force and effect and authorize the names transactions contemplated as of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.Delayed Draw Date; (iv) This Agreement and each a duly completed, executed Loan Request for the Term Loans requested to be made on the Delayed Draw Date, including notice 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.election as to Interest Periods (if applicable); (v) A written opinion a duly completed, executed Solvency Certificate signed by a Financial Officer of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Borrower; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effectevidence, 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent, that (A) the period beginning January 1, 2009 Acquisition has been or is being consummated on terms and ending on conditions consistent with the Expiration Date. (xiii) An executed Landlord’s Waiver Acquisition Agreement in substantially the form of Exhibit 6.1.1(xiii) from attached to the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as certificate delivered to the Administrative Agent pursuant to Section 4.2(b)(i), in all material respects, substantially concurrently with the making of the Term Loans, other than any amendments, consents or its counsel may waivers thereto that are not materially adverse to the Lenders (absent the prior consent of the Lenders, which consent shall not be unreasonably withheld or delayed; provided that an increase or reduction in the purchase price by 10% or less shall not be deemed materially adverse to the Lenders), and (B) all material governmental and third-party consents, subordinations or waivers, as applicable, required to consummate the Acquisition have been obtained and are in full force and effect, including any required material permits, authorizations or consents, of all applicable Governmental Authorities, including the FCC and all applicable PUCs, in each case without condition or provision that would reasonably requestbe expected to have a “Buyer Adverse Condition” (as defined) in the Acquisition Agreement in effect on the Closing Date; (vii) an executed letter from the Borrower with respect to any proceeds of the Term Loans being disbursed to third parties authorizing the Administrative Agent to distribute such proceeds on behalf of the Borrower in accordance with the instructions set forth in such letter; and (viii) any Term Loan Note requested by any Lender.

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 Borrowing Base Certificate prepared as copy of the last Business Day Declaration of Trust and By-laws of the month immediately preceding Trust and all amendments thereto, certified by 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 Secretary of the transactions contemplated hereby.Trust; (ii2) A certificate of each signed by the President and Secretary of the Loan Parties Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the Securities Act and any other applicable federal law or regulation; (3) A certified copy of the resolutions of the Board of Trustees of the Trust appointing SEI as transfer agent and dividend disbursing agent; (4) Copies of the 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 Trust with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the 1940 Act, together with any applications filed in connection therewith; (5) The certificate required by Section 8.01 of this Agreement, signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each officer of the covenants Trust and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) designating the names of the Trust’s initial Authorized Officers authorized to sign the Loan Documents and their true signaturesPersons; and and (c6) copies A certificate as of its organizational documents as in effect on the Closing Date certified a date agreed upon by the appropriate state official where parties to this Sub-TA Agreement certifying that all accounts have been reconciled through such documents are filed 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 state office together with certificates from the appropriate state officials format acceptable to UMBFS, as to the continued existence well as all other documents, records and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence information that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 UMBFS may reasonably requestrequest in order for UMBFS to perform the Services hereunder.

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 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 an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (bB) the names of the 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 certified 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 the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) 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; 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) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.16.1(a). (viv) Evidence that adequate insurance 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. (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of the Borrower.; (vii) Copies of all material consents required to effectuate the transactions contemplated hereby; (viii) Evidence A Lien search in acceptable scope and with results acceptable to the Administrative 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 (a90) days of the Existing Credit Agreement has been terminatedClosing Date, (b) all Existing Credit Obligations have been paid and (c) all showing no Liens securing against any such Existing Credit Obligations have been released.real estate except for Permitted Liens; (ix) All fees and expenses of the Lenders and the Agent required Use commercially reasonable efforts to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agentobtain an executed landlord’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 waiver in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 as required under the Security Agreement.; and (xivx) 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 Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and (dw) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent., (x) the conditions stated in both Section 7.1 and 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; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names names, authority and capacity of the 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 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 existence and 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 organized 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 do business.result in a Material Adverse Change; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Administrative Agent; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as addressed to the matters set forth Administrative Agent and each Lender and in Schedule 6.1.1.form and substance satisfactory to the Administrative Agent; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements 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 insured, mortgagee and lender loss payee.insureds; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of 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 effect to the transactions contemplated hereby and the initial Loans borrowed on the Closing Date, signed by an Authorized Officer of Borrower.; (vii) A Lien search in acceptable scope and with acceptable results; (viii) Evidence that all Indebtedness (aother than such Indebtedness permitted under Section 9.1) of the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Borrower shall have been paid in full and (c) the commitments thereunder terminated and that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations Indebtedness (other than such Liens permitted under Section 9.2) 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent); and (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. (xivix) 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 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 an Authorized Officer, dated the Closing Date stating that: that (a) 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; (cA) no Event of Default or Potential Default exists; and , (dB) no Material Adverse Change has occurred since the date of the last audited financial statements of the 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 (F) 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; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all attaching copies of such resolution or other corporate or organizational action duly taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan Documents; (bB) the names names, authority and capacity of the 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, certified as of a sufficiently recent date prior to the Closing Date certified 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 existence and valid existence, good standing and qualification to engage in its business of each Loan Party in each the state where organized or qualified to do business.of its organization; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.parties thereto; (viv) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent; (v) Evidence, reasonably satisfactory to the period beginning January 1Administrative Agent, 2009 and ending that all Indebtedness not permitted under Section 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 Expiration DateClosing Date and that all necessary termination statements, release statements and other releases in connection with all Liens (other than 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); (vi) The Statements; (vii) 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. (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. (xivviii) 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 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 an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable insured 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.; (viivi) A duly completed Compliance Certificate closing date compliance certificate, in form and substance satisfactory to the Administrative Agent, dated as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminatedterminated or will be terminated concurrently with the execution of the Credit Agreement, (b) and all Existing Credit Obligations outstanding obligations and commitments thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; and (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 the Lead Arrangers: (i) A Borrowing Base Certificate prepared as a certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the representations and warranties hereunder of the Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects; respects (bor in all respects if such representation or warranty is qualified by Material Adverse Change or other materiality qualifier) the Loan Parties are in compliance with each on and as of the covenants Closing Date (except to the extent that any such representations and conditions hereunder; warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (cor in all respects if such representations or warranties are qualified by Material Adverse Change or other materiality qualifier) as of such earlier date), (x) no Event of Default or Potential Default exists; and , (dy) no there has not occurred any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to cause a Material Adverse Change has occurred since February 2, 2025 and (z) the date conditions stated in this Section 7.1 and Section 7.2 [Each Loan or Letter of Credit] (with respect to Section 7.2 [Each Loan or Letter of Credit], only if Loans or Letters of Credit will be issued on the last audited financial statements of the Borrower delivered to the Administrative Agent.Closing Date) have been satisfied; (iiiii) A a certificate dated the Closing Date and signed by the Secretary an Authorized Officer or an Assistant Secretary Authorized Officers (as applicable) of each of the Loan PartiesBorrower, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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, certified as of a sufficiently recent date prior to the Closing Date certified by the appropriate state governmental official where such documents are filed in a state governmental office together with certificates from the appropriate state governmental officials as to due organization and the continued valid existence and good standing in the jurisdiction of each Loan Party in each state where organized or qualified to do businessits organization. (iviii) This this Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.parties thereto; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; and (viv) Evidence that adequate insurance required to be maintained if the Borrower qualifies as a “legal entity customer” under this Agreement is in full force 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Administrative Agent and effecteach Lender shall have received, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory acceptable to the Administrative Agent and its counsel naming each Lender, an executed Certificate of Beneficial Ownership at least five (5) Business Days prior to the Administrative Agent Closing Date (to the extent requested at least seven (7) days (or such shorter period as additional insured, mortgagee and lender loss payee. (viithe Borrower may agree) 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). (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) 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, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance 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) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior 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 Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the “Lessor Consents”). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) 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 Liens securing 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, 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 Existing Credit Obligations have been releasedtermination 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) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed 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 Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An 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 and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for 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 period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form 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 Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder 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 (bexcept 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; hereunder and under the Loan Documents, (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements in form for filing and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) 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 an Authorized 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) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.[Reserved]; (ix) All fees A Lien search in reasonably acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (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 A duly completed perfection certificate in form and substance satisfactory to the Administrative Agent and its counsel as Agent; (xi) No material adverse change to information previously supplied to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Administrative Agent; (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.[Reserved] (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.[Reserved]; and (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 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 an Authorized Officer, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c, C) no Event of Default or Potential Default exists; and , (dD) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent; and (E) there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party at law or in equity before any Official Body which individually or in the aggregate constitute a Material Adverse Change. (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified and in each other state in which the failure to do business.be registered and in good standing would constitute a Material Adverse Change; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance 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.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateBorrowers ending June 30, 2017, signed by an Authorized Officer of Borrower.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 (a) the indebtedness and obligations under the Existing Credit Agreement has have been terminated, (b) amended and restated and shall from and after the Closing Date be evidenced by this Agreement and the other Loan Documents and all Liens and security interests related to the Existing Credit Obligations Agreement have been paid and (c) all Liens securing such Existing Credit Obligations have been released.released or terminated; (ix) All fees and expenses Pro forma projections for the fiscal years 2017 through 2022, all of the Lenders and the Agent required to which shall be paid by the Loan Parties, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Agent; (xiix) Financial projections A Lien search in form acceptable scope and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.with acceptable results; and (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. (xivxi) 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 Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated as of the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Certified copies of the FERC Order and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.IURC Order; (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance 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.; (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit documentation and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 information requested in connection with such transactions as applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent or its counsel may reasonably request.USA Patriot Act; and

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 Borrowers signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Company delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan PartiesBorrowers, dated the Closing Date and as to the 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 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.Agent; (viiv) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Company most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Company; (viiivi) All material consents required to effectuate the transactions contemplated hereby; (vii) Evidence that (a) the Existing Credit Agreement dated as of July 2, 2007, among the Borrowers, the lenders party thereto and Huntington National Bank, as amended, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations have been released.paid; and (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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivviii) 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 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 an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) , the absence of any material litigation, and no Event of Default or or, to the best of its knowledge, Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate closing date compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminatedterminated or will be terminated concurrently with the execution of this Agreement, (b) and all Existing Credit Obligations outstanding obligations and commitments thereunder have been paid and (c) all Liens securing such Existing Credit Obligations have been released.paid; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; and (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 Borrowing Base Certificate prepared a certificate, dated as of the last Business Day of the month immediately preceding the Closing Effective 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 executed by an Authorized Officer, dated the Closing Date Officer of Borrower stating that: , to his knowledge, (aA) the representations and warranties hereunder contained in this Agreement and the other Loan Papers are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cB) no Default or Event of Default or Potential Default exists; has occurred which is continuing, and (dC) no Material Adverse Change has occurred since all conditions set forth in this Section 6.1 and Section 6.2 have been satisfied; (vi) a copy of the articles or certificate of incorporation or comparable charter documents, and all amendments thereto, of each Credit Party that is a party to any Loan Paper, accompanied by a 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 last audited financial statements bylaws or comparable charter documents, and all amendments thereto, of each Credit Party that is a party to any Loan Paper, accompanied by a certificate of the Borrower delivered 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 Administrative Agent has requested relating to the Administrative Agent.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; (iiiix) A 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 Closing Date and signed date hereof, executed by the Secretary, Assistant Secretary or an Assistant Secretary comparable Authorized Officer of each such Credit Party (as applicable); and (x) copies of resolutions or comparable authorizations approving the Loan Parties, certifying as appropriate as to: (a) all action taken Papers and authorizing the transactions contemplated by each Loan Party in connection with this Agreement and the other Loan Documents; (b) Papers, duly adopted by the names Board of Directors, partners or comparable authority of each Credit Party a party to any Loan Paper, accompanied by certificates of the Authorized Officers authorized to sign the Loan Documents Secretary, Assistant Secretary or comparable officer of each such Credit Party (as applicable) that such copies are true and their true signatures; and (c) correct copies of its organizational resolutions duly adopted in accordance with the charter documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party such Credit Party, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in each state where organized or qualified to do business. (iv) This Agreement any respect, 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is are 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. (vii) A duly completed Compliance Certificate effect 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 Borrowerdate hereof. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Certified copies of the FERC Order and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged CollateralIURC Order. (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance 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.; (vii) 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.Officer; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that the Credit Agreement dated as of May 16, 2006, as amended (a) the "Existing Credit Agreement 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, (b) and all Existing Credit Obligations have been outstanding obligations thereunder shall be paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses with the proceeds of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.first Loans; (x) Certification that no claim, litigation, suit or other proceeding has been made A Lien search 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.acceptable scope and with acceptable results; and (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: (a) that the representations and warranties hereunder are true and correct Borrower is in all material respects; (b) the Loan Parties are in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change 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 Borrower delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business. (iviii) 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 CollateralOfficer. (viv) A written opinion Written opinion(s) of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (v) [Intentionally Omitted]. (vi) Evidence that adequate insurance All material consents 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 effectuate the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payeetransactions contemplated hereby. (vii) 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 BorrowerLien search in acceptable scope and with acceptable results. (viii) Evidence that (a) The Chief Executive Officer, President or Chief Financial Officer of the Existing Credit Agreement has been terminatedBorrower, (b) all Existing Credit Obligations acting in their capacities as such officers, shall have been paid delivered a certificate in substantially the form attached hereto as Exhibit 6.1.1 to the Administrative Agent as to the capital adequacy and (c) all Liens securing such Existing Credit Obligations have been releasedsolvency of the Borrower after giving effect to the transactions contemplated hereby. (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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 said counsel may reasonably request.

Deliveries. On Merger Subsidiary, WTI or WTC, as appropriate, shall have executed and delivered to ▇▇▇▇▇▇▇▇▇ or the Closing DatePrincipals: a. Certified copies of resolutions of each of Merger Subsidiary's, WTI's and WTC's board of directors authorizing the execution of this Agreement and each other Transaction Document to which Merger Subsidiary, WTI or WTC is a party and, in the case of WTC, the Administrative Agent shall have received each issuance of the following shares of Common Stock in form the Merger; b. A copy of the charter and substance satisfactory to current bylaws of Merger Subsidiary, WTI and WTC, which, in the Administrative Agent: (i) A Borrowing Base Certificate prepared case of the charters and certificates, are certified as of a recent date by the last Business Day Secretary 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 State of the transactions contemplated hereby.Delaware; (ii) c. A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of Merger Subsidiary, WTI and WTC certifying that the Loan Partiesresolutions, certifying as appropriate as to: charters and bylaws in paragraphs (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents above are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 effecteffect and have not been amended or modified, with additional insuredand that the officers of Merger Subsidiary, mortgagee WTI and lender loss payable special endorsements attached thereto WTC are those persons named in form the certificate; d. A certificate issued by the Secretary of State of Delaware certifying that Merger Subsidiary, WTI and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate WTC are validly existing in Delaware as of the last day most recent practicable date; e. True and correct copies of each other Transaction Document to which Merger Subsidiary, WTI or WTC is a party; f. An opinion from counsel to Merger Subsidiary, WTI and WTC in the form of Exhibit 10.3(f); g. A copy of the fiscal quarter Form D to be filed with the SEC with respect to the issuance of Borrower most recently ended the shares of Common Stock and of any similar filing or notification of filing that will be filed with any applicable state securities department; h. WTI shall execute the BCT Agreement in favor of the Non-▇▇▇▇▇▇▇▇▇ Members; provided, however, that it shall not be a condition precedent to Closing that the Non-▇▇▇▇▇▇▇▇▇ Members shall have executed such agreement; and i. A copy of an appraisal of the fair market value of the Principals' Interest performed by Valuation Econometrics, LLC, or another appraisal firm reasonably acceptable to WTC, as of a date within 10 days prior to the Closing Date. In addition, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) WTC shall have delivered the Existing Credit Agreement has been terminated, (b) all 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 merger consideration to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterat Closing. (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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: (iextent such concept is applicable to said entity) A Borrowing Base Certificate prepared as and a copy of the last Business Day articles 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 incorporation and consummation of the transactions contemplated hereby. all amendments thereto (iior comparable document) A certificate of each of the Loan Parties signed by an Authorized OfficerTarget Companies, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 case certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each relevant officer 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. (v) A written opinion jurisdiction of counsel for the Loan Partiesorganization of such Person, each dated the Closing Date and as to the 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 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. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to a date within five Business Days before the Closing Date, signed by an Authorized Officer of Borrower.; (viiie) Evidence that (a) a certificate from each of Shred-it and Shred-it US Holdco Inc. prepared in accordance with the Existing Credit Agreement has been terminatedapplicable regulations under Treasury Regulations under Section 1445 and Section 897, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Purchasers, duly executed and acknowledged, certifying any facts that would exempt the period beginning January 1, 2009 and ending on transactions contemplated hereby from withholding under Section 1445 of the Expiration Date.Code; (xiiif) An executed Landlord’s Waiver the Agreement Regarding Shared Contracts and Consent Contracts (in substantially the form attached hereto as Exhibit G), duly executed by each of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required Shred-it, Cintas Corporation No. 2, a corporation incorporated under the Security Agreement.Laws of the State of Nevada, and Cintas Parent; (xivg) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requestIndemnity Escrow Agreement, duly executed by Vendors’ Representative; (h) evidence that all the outstanding stock options issued by Boost GP have been duly exercised by the Option Participants; and (i) the Boost 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 reasonably 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified 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 signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.statements; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (vivii) Evidence that adequate insurance 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; (viiviii) 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 preparing the forecast financial statements, 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 search in acceptable scope and with acceptable results; (xii) 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 duly completed Compliance Borrowing Base 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.Borrower and demonstrating Undrawn Availability of at least $20,000,000; (viiixvi) Evidence that A duly completed (a) the Existing Credit Agreement has been terminatedSchedule of Accounts, (b) all Existing Credit Obligations have been paid Schedule of Inventory, and (c) all Liens securing such Existing Credit Obligations have been released.Schedule of Payables; (ixxvii) All fees and expenses A review of the Lenders amount and the Agent required nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to be paid by which the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Parties may be subject; (xxviii) Certification Evidence that no claim, litigation, suit or other proceeding the Borrower has been made sufficient mine bonding capacity to conduct their operations as projected in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed and its Subsidiaries provided to the Administrative Agent.; (xixix) Evidence 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 and its counsel as to the amount and nature solvency of all Tax, ERISA, employee retirement benefit and other contingent liabilities each Loan Party after giving effect to which the Borrower and its Subsidiaries may be subject.transactions contemplated hereby; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivxx) 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 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 an Authorized Officer, dated the Closing Date stating that: that (ax) each of the representations and warranties hereunder of the Loan Parties set forth in Article 6 [Representations and Warranties] of this Agreement are true and correct in all material respects; respects (bwithout duplication of any materiality qualifiers contained therein) the Loan Parties are in compliance with each as of the covenants Closing Date (except representations and conditions hereunder; 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), (cy) no Event of Default or Potential Default exists; , and (dz) since December 31, 2018, no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.occurred; (iiiii) A certificate dated the Closing Date and signed by 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: (a) all action taken the true and complete copy of resolutions duly adopted by each the board of directors of such Loan Party (or its managing general partner, managing member or equivalent) and, if required, shareholders of such Loan Party, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in connection with this Agreement the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the other Loan DocumentsClosing Date; (b) the names of the 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 certified 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 the continued existence and good standing of each such Loan Party in each (i) the state where such Loan Party is organized and (ii) in all other jurisdictions where the property owned or qualified leased by such Loan Party or the nature of the business transacted by it or both makes such licensing or qualification necessary, except as to this clause (ii) where failure to do business.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 of the Foreign Borrower and Exploit BV; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all to the extent required under applicable requirements of Law, appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion Written opinions of counsel (including local counsel) for the Loan Parties (or, in relation to the Dutch Pledge Agreements, counsel for the Loan PartiesAdministrative Agent), dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and insured or lender loss payable special endorsements endorsements, as applicable, attached thereto in form and substance reasonably satisfactory to the Administrative Agent demonstrating compliance with the requirements set forth in Section 8.1.3 [Maintenance of Insurance]; (vi) Uniform Commercial Code financing statements in appropriate form for filing under the Uniform Commercial Code and its counsel naming such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate, or, in the Administrative Agent as additional insuredreasonable opinion of the Collateral Agent, mortgagee 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 lender loss payee.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 Borrower most recently Parent ended prior to the Closing DateMarch 31, 2019, signed by an Authorized Officer of Borrower.Parent; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid Lien searches in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees A perfection certificate, in form and expenses of the Lenders and the Agent required substance reasonably acceptable to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter., executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Loan Party; (x) Certification that no claimEvidence, 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 substance satisfactory to the Administrative Agent and its counsel as Agent, that since December 31, 2018 there shall not have occurred any change, development or event that has or would reasonably be expected to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.cause a Material Adverse Change; and (xiixi) Financial Pro forma projections in form (including a pro forma closing balance sheet, pro forma statements of operations and substance reasonably satisfactory to the Administrative Agent cash flow) for the period beginning January 1fiscal years 2019 through 2023, 2009 and ending on including assumptions used in preparing the Expiration Dateforecast financial statements. (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 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 an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder 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; , (c) no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official Official Body where such documents are filed in a state office with an Official Body together with certificates from the appropriate state officials Official Body as to the continued existence and good standing of each Loan Party in each state jurisdiction where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion The executed legal opinions of (a) O▇▇▇▇▇ Frome W▇▇▇▇▇▇ LLP, counsel for the Loan Parties, dated the Closing Date Date, (b) Q▇▇▇▇▇▇ & B▇▇▇▇ LLP, Wisconsin local counsel for the Loan Parties, dated the Closing Date, and as (c) S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Canadian local counsel for the Loan Parties, dated the Closing Date, in each case in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee 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, mortgagee insured and lender loss payee.; (vi) A form FRU-1 signed by an Authorized Officer; (vii) A duly completed Compliance Certificate as All material consents, regulatory approvals and licenses required to effectuate, the transactions and confirmation of an absence of any legal or regulatory prohibition with respect to, the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.transactions contemplated hereby; (viii) Evidence that (a) Receipt of a business plan and budget of each of the Existing Credit Agreement has been terminatedLoan Parties on a consolidated basis, (b) all Existing Credit Obligations have been paid including forecasts prepared by management, of consolidated balance sheets, statements of operations and (con an annual basis only) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses statements of the Lenders and the Agent required to be paid by the Loan Partiescash flow, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1Agent, 2009 and ending on the Expiration Date.an annual basis through fiscal year 2026; (xiiiix) An executed Landlord’s Waiver 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 substantially the form Security Agreement and the Pledge Agreement), accompanied by instruments of Exhibit 6.1.1(xiiitransfer 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 Closing Date if not delivered on or prior to the Closing Date; (b) from reasonably satisfactory evidence that the lessor for each leased Collateral location required under Borrowers have used commercially reasonable efforts to obtain all the other certificates, agreements, including Control Agreements (as defined in the Security Agreement.), 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 and to the extent required by such Agreements) and, if applicable, such certificates, agreements or instruments have been delivered to the Administrative Agent; (xivc) UCC and PPSA financing statements (including Fixture Filings) in appropriate form for filing under the UCC, 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 Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Collateral Documents; and (d) certified copies of UCC, 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 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; and (x) 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 Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated 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 stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated set forth in this Agreement or the Closing Date stating that: (a) the representations and warranties hereunder 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; hereunder and the other Loan Documents, (c) no Event of Default or Potential Default exists; and , (d) there has occurred no Material Adverse Change has occurred since the date December 31, 2022, and (e) each of the last audited financial statements Loan Parties has satisfied each of the Borrower delivered closing conditions required to the Administrative Agent.be satisfied by it hereunder; (iiiii) A a certificate dated as of the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified 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 the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized organized; ​ (iii) evidence that there is no action, suit, proceeding or qualified 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 do business.result in a Material Adverse Change; (iv) This 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.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion 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 and as to the matters set forth in Schedule 6.1.1.Date; provided, however that no opinion of counsel shall be required for any Loan Parties that are incorporated outside of State of Delaware; (vi) Evidence subject to Section 6.18, evidence that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 satisfactory to the Administrative Agent: Agent and the Lead Arrangers: (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 a certificate of each of the Loan Parties signed by an Authorized OfficerOfficer or Authorized Officers (as applicable), dated the Closing Date stating that: that (aw) the representations and warranties hereunder of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects; respects (bor in all respects if such representation or warranty is qualified by Material Adverse Change or other materiality qualifier) the Loan Parties are in compliance with each on and as of the covenants Closing Date (except to the extent that any such representations and conditions hereunder; warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (cor in all respects if such representations or warranties are qualified by Material Adverse Change or other materiality qualifier) as of such earlier date), (x) no Event of Default or Potential Default exists; and , (dy) no Material Adverse Change has occurred since March 31, 2024 and (z) the date conditions stated in this Section 7.1 and Section 7.2 [Each Loan or Letter of Credit] (with respect to Section 7.2 [Each Loan or Letter of Credit], only if Loans or Letters of Credit will be issued on the last audited financial statements of the Borrower delivered to the Administrative Agent. Closing Date) have been satisfied; (iiiii) A a certificate dated the Closing Date and signed by the Secretary an Authorized Officer or an Assistant Secretary Authorized Officers (as applicable) of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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, certified as of a sufficiently recent date prior to the Closing Date certified by the appropriate state governmental official where such documents are filed in a state governmental office together with certificates from the appropriate state governmental officials as to due organization and the continued existence and valid existence, good standing (or equivalent) and qualification to engage in its business of each Loan Party in the jurisdiction of its organization and in each state jurisdiction where organized conduct of business or qualified to do business. ownership or lease of properties or assets requires such qualification; and (ivD) This Agreement and each the fact that the borrowing and/or guaranteeing, as appropriate, of the Loans and other Obligations will not cause any borrowing, guaranteeing or similar limit binding on any Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required Party 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 payeeexceeded. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated 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 stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder set forth in this Agreement 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 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; , (c) no Event of Default or Potential Default exists; and , (d) there has occurred no Material Adverse Change has occurred since either (y) in the date business, properties, assets, or condition (financial or otherwise) of the last audited financial statements of Loan Parties and their respective Subsidiaries, taken as a whole or (z) in the Borrower delivered facts and information regarding the Loan Parties and their respective Subsidiaries as represented to the Administrative Agent.Agent and the 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; (iiiii) A a certificate dated as of the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified 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 the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized or qualified to do business.; (iii) 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 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.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion 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 and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence evidence that adequate insurance 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., as applicable; (vii) A a duly completed Compliance Certificate as completed, executed Loan Request for Credit Extension for each Loan or Letter of the last day of the fiscal quarter of Borrower most recently ended prior Credit 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 Borrower.each of the Loan Parties; (viiiix) Evidence a duly completed, executed Solvency Certificate signed by an Authorized Officer of each of 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; (axi) evidence that the Existing Cerberus Senior Credit Agreement Facilities have been terminated, and all outstanding obligations evidenced by the Cerberus Senior Loan Documents have been paid in full, and all liens securing such obligations have been released; (xii) evidence that the NewSpring Subordinate Credit Facility has been terminated, (b) and all Existing Credit Obligations outstanding obligations evidenced by the NewSpring Subordinate Loan Documents have been paid in full, and (c) all Liens liens securing such Existing Credit Obligations obligations have been released.; (ixxiii) All fees a Lien search with respect to the Borrower and expenses of the Lenders and the Agent required to be paid by the each other Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower whichParty, 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 substance scope satisfactory to the Administrative Agent and its counsel as to the amount with results showing no Liens other than Permitted Liens and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably otherwise satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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.Agent; (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.true, correct and complete copies of all Material Agreements not already delivered pursuant to another clause of this Section 4.1;

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 Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated 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 stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder set forth in this Agreement are true and correct in all material respects; correct, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change there has occurred since no material adverse change either (y) 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 Borrower delivered facts and information regarding the Loan Parties and their respective Subsidiaries as represented to the Administrative Agent.Agent and the 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 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 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 (i) attached thereto is a true, correct and complete copy of the Second Lien Loan Documents; (iiiii) A a certificate dated as of the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified 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 the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized or qualified to do business.; (iii) 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 this Agreement, the Intercreditor 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.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any local counsel required by the Administrative Agent), dated as of the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence evidence that adequate insurance 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., as applicable; (vii) A 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 last day Closing Date after giving effect to the initial Credit Extension and the funding of the fiscal quarter Second Lien Loan and signed by a Compliance Officer of Borrower most recently ended prior 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 an Authorized a Compliance Officer of Borrower.each of the Loan Parties; (viiix) Evidence 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; (axii) evidence that the Credit Agreement (the “Existing Credit Agreement 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, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid in full and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ixxiii) All fees a Lien search with respect to the Borrower and expenses of the Lenders and the Agent required to be paid by the each other Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower whichParty, 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 substance scope satisfactory to the Administrative Agent and its counsel as to the amount with results showing no Liens other than Permitted Liens and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably otherwise satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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.Agent; (xiv) Such true, correct and complete copies of all Material Agreements not already delivered pursuant to another clause of this Section 4.1; (xv) if requested by the Administrative Agent, an executed landlord agreement from the lessor, warehouse operator or other documents applicable Person for each leased location with Collateral valued in connection with the aggregate in excess of $1,500,000, subordinating such transactions Person’s Lien in goods stored at that location to the Prior Security Interest of the Administrative Agent and containing such other terms and provisions as the Administrative Agent or its counsel may shall reasonably request.require;

Deliveries. On Holdings and the Closing Date, the Administrative Agent Company shall have received each of delivered the following in form to Parent and substance satisfactory to the Administrative AgentMerger Sub: (i) A Borrowing Base Certificate prepared as copies of resolutions duly adopted by the Board of Directors of Holdings and the Stockholders and the resolutions of the last Business Day Board of Directors of the month immediately preceding Company authorizing and approving 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., Holdings’ and the Company’s execution and delivery of this Agreement and Holdings’ and the Company’s execution and delivery of the other documents described herein, certified as true, complete and in full force and effect as of Closing by appropriate officers of Holdings and the Company; (ii) A a copy of Holdings’, the Company’s and each Subsidiary’s certificate of each incorporation (or similar organizational document), including all amendments to date, certified on or within ten (10) days prior to the Closing Date by the Secretary of State of the Loan Parties signed by an Authorized OfficerState (or other appropriate Governmental Entity) of its jurisdiction of organization; (iii) a certificate of the secretary of Holdings, the Company and each Subsidiary, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to Parent, as to (i) no amendments to the Administrative Agent certificate of incorporation (or similar organizational document) of Holdings, the Company or the Subsidiary since the date specified in the certificate of incorporation (or similar organizational document) of Holdings, the Company and the Subsidiaries delivered pursuant to Section 7.02(g)(iii), other than any amendments delivered therewith and (ii) a true and correct copy of the current bylaws, operating agreement or similar organizational document of Holdings, the Company or the Subsidiary as applicable; (iv) one or more certificates of incumbency of the respective officers of Holdings, the Company Evercore Capital II, Evercore Inc. and Management Group, executing the Acquisition Documents, dated as of the Closing Date; (v) evidence of the payoff letters, release of Encumbrances and repayment of Funded Indebtedness in accordance with Section 5.02; (vi) evidence that the insurance policies required by Section 5.03 have been issued and are in effect; (vii) evidence that Holdings, the Company and the Subsidiaries have terminated the 401(k) Plan, the ESOP, to the extent not already terminated, and any other Employee Benefit Plan intended to be qualified under Code §401(a) or §403(a); (viii) copies of the Plan Termination Notices and a certificate from a duly authorized officer of Holdings that the Plan Termination Notices were delivered in accordance with Section 5.06(b), which such notice sets forth the date when the notice period for such Plan Termination Notice will expire, all in a form and substance acceptable to Parent; (ix) a letter duly executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ acknowledging that he is no longer entitled to payments under the period beginning January 1▇▇▇▇▇▇▇▇▇, 2009 and ending on the Expiration DateInc. Executive Bonus Plan (March 2008). (xiiix) An executed Landlord’s Waiver in substantially such other documents and instruments as may be reasonably necessary to consummate the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security transactions contemplated by this 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 satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing DateWith respect to each Loan Party, 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder 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; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent., and (e) 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 Subsidiaries which could reasonably be expected to result in a Material Adverse Change; (iiiii) A With respect to each Loan Party, a certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified 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 the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate and, to the extent not previously delivered to the Administrative Agent, stock powers and or other certificates evidencing the pledged Collateral.Collateral and appropriate transfer powers; (viv) A written opinion Written opinions of counsel for the each Loan PartiesParty, dated the Closing Date Date, each in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and the Lenders; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vi) Lien searches for each Loan Party in acceptable scope and with acceptable results; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Pro forma projections (including a pro forma closing balance sheet, with additional insuredpro forma statements of operations and cash flow) for the years through 2023, mortgagee and lender loss payable special endorsements attached thereto including assumptions used in form and substance preparing the forecast financial statements, satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Agent; (viiix) 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 a Senior Officer of Borrower.the Company; (viiix) Evidence that (a) 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 has been terminated, (b) all 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 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 who is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.not a Lender under this Agreement; (xi) Evidence Satisfactory completion of third-party due diligence, including all environmental due diligence, initiated by the Borrowers as it relates to the transactions contemplated hereby; (xii) The Administrative Agent and each Lender shall have received, in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to 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 Act; (xiii) Satisfactory review of the amount and nature of all Taxtax, ERISA, Canadian Pension Plans, Canadian Benefit Plans, employee retirement benefit and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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.; and (xiv) 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 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in 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; ), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cx) no Event of Default or Potential Default exists; , and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.March 3, 2013; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to duly authorize the execution, delivery and performance of this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with (or certified as not having changed since the versions most recently delivered to Lender); and (d) certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents (to the extent being executed on the date hereof) duly signed by an Authorized Officer and all appropriate financing statements and each other party thereto; (iv) All appropriate stock powers and certificates evidencing the pledged Collateral.Subsidiary Equity Interests (to the extent not already delivered to Lender); (v) A written opinion of U.S. counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence that adequate insurance required to be maintained under this Agreement is A Lien search in full force acceptable scope 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.acceptable results; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to Loan Request for any Loans being requested on the Closing Date, signed by an Authorized Officer of Borrower.; and (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 Borrowing Base Certificate prepared as certificate 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 Company signed by an Authorized OfficerOfficer of the Company, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cC) no Event of Default or Potential Default exists; exists and (dD) 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 Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Effect; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or Director of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (or foreign jurisdictional equivalent in each jurisdiction where such certification is required) of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Opinions of counsel for each of the Borrowers, dated the Closing Date, each in form and all appropriate financing statements substance acceptable to the Administrative Agent and appropriate stock powers and certificates evidencing the pledged Collateral.Lenders; (v) A written opinion of counsel duly completed Compliance Certificate for the Loan Partiesfiscal period ending August 31, dated 2018, signed by an Authorized Officer of the Closing Date and as to the matters set forth in Schedule 6.1.1.Company; (vi) Evidence that the commitments of the lenders under the Existing Credit Agreement have been terminated and all outstanding obligations thereunder have been paid (other than (x) contingent indemnification obligations, and (y) Letters of Credit which are deemed to be issued under this Agreement in accordance with the terms hereof); (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) An executed Certificate of Beneficial Ownership for each Foreign Borrower in form and substance acceptable to the Administrative Agent and each Lender, and such other documentation and other information requested by the Administrative Agent or any Lender in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (ix) Evidence that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no since September 30, 2020, there has not occurred any Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Change; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names and titles of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational bylaws, limited liability company agreement or other applicable governing document as in effect on the Closing Date; and (d) copies of its formation documents as in effect on the Closing Date certified as of a recent date by the appropriate state official where such documents are filed in a state office office, together with certificates as of a recent date from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement Agreement, the Notes and each of the other Loan Documents signed duly executed by an Authorized Officer and delivered to the Administrative Agent for the benefit of the Lenders, together with all schedules to the Loan Documents and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and such other documents as are necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the Collateral held by the Loan Parties; (viv) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date in form and as substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee ; (vi) Evidence that all requisite Official Bodies and lender loss payable special endorsements attached thereto in form and substance satisfactory material third parties shall have approved or consented to the Administrative Agent Transactions to the extent required, all applicable notice or appeal periods shall have expired and its counsel naming there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Administrative Agent as additional insured, mortgagee and lender loss payee.Transactions; (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 8.2.1 [Indebtedness] shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent) (the period beginning January 1, 2009 “Existing Indebtedness Refinancing”); (viii) Lien searches in reasonably acceptable scope and ending with reasonably acceptable results; (ix) A certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties after giving effect to the Transactions and the other transactions contemplated to occur on the Expiration Date.Closing Date and the initial Loans hereunder; (xiiix) An executed Landlord’s Waiver in substantially The Statements and the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.Financial Projections; (xivxi) Such Absence of any Material Adverse Change since September 30, 2020; and (xii) At least three (3) Business Days prior to the Closing Date, all documentation and other documents in connection information with such transactions as respect to the Administrative Agent or its counsel may reasonably requestLoan Parties required by regulatory authorities under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, and any required Certificate of Beneficial Ownership.

Deliveries. On At the Closing DateClosing: (a) Seller will deliver, or cause to be delivered, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared the Assignment of Membership Interests duly executed by ▇▇▇▇▇▇; (ii) the officer’s certificate described in Section 6.7; (iii) a Form W-9 properly completed by Seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (iv) the resignations of all directors and officers of the last Sale Entities that are not Business Day Employees; (v) a certificate of good standing or the equivalent of recent date for each of the month immediately preceding Sale Entities from their respective jurisdictions of organization; (vi) all minute books, membership interest transfer ledgers (if any), and seal (if any) of each Sale Entity in the possession of any of the Sale Entities, Seller, or any of their respective Affiliates; (vii) two copies of a USB containing all documents posted in the virtual data room hosted by Intralinks under “Project Genoa” at any time up to, and including, the Closing Date, showing total unused availability under and a true, complete and correct index thereof; (viii) original copies, or if unavailable copies, of each guarantee, bond, letter of credit and other financial assurance in favor of the Revolving Credit CommitmentsSale Entities that is outstanding as of the Closing; (ix) the Transition Services Agreement, after giving effect to the Loans duly executed by Seller. (b) Buyer will deliver, or cause to be made on delivered, the following to Seller: (i) the Base Purchase Price required by Section 2.1(b) of this Agreement, plus the Estimated Closing Date and consummation of Payment Amount and, if applicable, the transactions contemplated hereby.Support Obligation Payment; (ii) A certificate the Assignment of each of the Loan Parties signed Membership Interests, duly executed by an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.▇▇▇▇▇; (iii) A the officer’s certificate dated the Closing Date and signed by 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 described in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.Section 7.5; (iv) This Agreement and each reasonable evidence of the other Loan Documents signed by an Authorized Officer replacement, termination and release or provision of back-to-back guarantees for all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Support Obligations, in each case, in accordance with Section 5.8(c); and (v) A written opinion of counsel for the Loan PartiesTransition Services Agreement, dated the Closing Date and as to the matters set forth in Schedule 6.1.1duly executed by ▇▇▇▇▇. (vi) Evidence that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; hereunder and under the Loan Documents and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Agent and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cD) 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 certified 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 existence and 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 organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral.; (v) A written opinion Written opinions of Delaware and New York counsel for the Loan Parties, dated the Closing Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (vi) Evidence that adequate insurance 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.; (vii) 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.▇▇▇▇▇▇▇▇; (viii) Evidence 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 an Authorized Officer that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid each is in full force and (c) all Liens securing such Existing Credit Obligations have been released.effect and none other is so required or necessary; (ix) All fees Evidence that all Indebtedness not permitted under Section 9.1 shall have been paid in full and expenses of the Lenders that all necessary termination statements, release statements and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth other releases in the Administrative Agent’s Letter. connection with all Liens (xother than Permitted Liens) Certification that no claim, litigation, suit have been filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent); (x) Lien searches in acceptable scope and with acceptable results; (xi) [reserved]; (xii) A certificate of an Authorized Officer of the period beginning January 1, 2009 and ending on Borrower as to the Expiration Date.Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xiii) An executed Landlord’s Waiver in substantially The Statements and 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.Projections;

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 an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default On or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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 the Company shall deliver or cause to be delivered to the Investor the following: (i) this Agreement duly executed by the Company; (ii) a Note convertible at the lower of (a) $4.00 and (b) the closing price of the Common Stock on the prior Trading Day plus $0.01, calculated prior to the Closing Date, registered in the name of the Investor with the Principal Amount reflected on to the Investor’s signature page; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer, setting forth the agreed upon flow of funds with respect to the Closing reasonably acceptable to the Investors; (iv) the Security Agreement, the Pledge Agreement and the Registration Rights Agreement duly executed by the Company; (v) the Guarantee Agreement duly executed by the parties thereto, including the Company and each Subsidiary in favor of the Investor as the secured parties thereunder; (vi) a letter executed by the Company and the Transfer Agent reserving the Required Minimum for the benefit of the Investors; (vii) an Authorized Officer officer’s certificate certifying that the representations and warranties of Borrower.the Company in the Purchase Agreement are true and correct as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date under any Transaction Documents and no Event of Default has occurred; (viii) Evidence that a certificate evidencing the formation and good standing certificate or its equivalent of the Company and each of its material Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (aor comparable office) of such jurisdiction of formation as of a date within 10 days of the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.applicable Closing Date; (ix) All fees and expenses a certified copy of the Lenders and Articles of Incorporation (or such equivalent organizational document) of the Agent required to be paid by Company dated within 10 days of the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Closing Date; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower whichan officer’s certificate, in the opinion form acceptable to the Investor, executed by an officer of the Borrower is Company and dated as of the Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors authorizing the transactions contemplated hereby in an amount in excess of $2,000,000 other than as previously disclosed a form reasonably acceptable to the Administrative Agent.Investor, and (ii) the Articles of Incorporation of the Company and the organizational documents of each material Subsidiary, each as in effect at the applicable Closing; (xi) Evidence in form and substance satisfactory a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.applicable Closing; (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Reserved; (xiii) An executed Landlord’s Waiver in substantially appropriate termination statements releasing other Liens other than Permitted Liens related to security interests securing Indebtedness and other instruments and releases as may be necessary to extinguish all Liens except Permitted Liens of the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.Company and its Subsidiaries and all security interests related thereto; and (xiv) Such such other documents in connection with such documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Administrative Agent Investor or its counsel may reasonably request. (b) On or prior to the Closing Date, each Investor shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by the Investor; (ii) the Investor’s Subscription Amount as set forth on the Investor’s signature page; (iii) the Guarantee Agreement duly executed by the Investor; and (iv) the Registration Rights Agreement duly executed by the Investor.

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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in 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; ), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cx) no Event of Default or Potential Default exists; , and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.March 1, 2015; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to duly authorize the execution, delivery and performance of this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with (or certified as not having changed since the versions most recently delivered to Lender); and (d) certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents (to the extent being executed on the date hereof) duly signed by an Authorized Officer and all appropriate financing statements and each other party thereto; (iv) All appropriate stock powers and certificates evidencing the pledged Collateral.Subsidiary Equity Interests (to the extent not already delivered to Lender); (v) A written opinion of U.S. counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence that adequate insurance required to be maintained under this Agreement is A lien search in full force acceptable scope 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.acceptable results; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to Loan Request for any Loans being requested on the Closing Date, signed by an Authorized Officer of Borrower.; (viii) Evidence All documentation and other information about the Borrowers that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations shall have been paid reasonably requested by the Lender and (c) all Liens securing such Existing Credit Obligations have been released.that the Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; and (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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 Lender or its Parties’ 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion of outside legal counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) 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) All material 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 (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released. with acceptable results; (ix) All fees Unless an exemption otherwise applies, an executed Certificate of Beneficial Ownership in form and expenses of the Lenders and the Agent required substance acceptable to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. 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 Act; (x) Certification that no claimFor the acquisition of Galvanize, litigationInc., suit copies of any agreements entered into by any Loan Party in connection with such Permitted Acquisition and any other documents or other proceeding has been made certificates as necessary for the Loan Parties to be in writing against Borrower whichcompliance with Section 8.2.6 [Liquidations, 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. Mergers, Consolidations, Acquisitions]; (xi) Evidence Pro forma projections for the fiscal years 2020 through 2025, all of which shall be in form and substance satisfactory to the Administrative Agent Agent; and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (bor in all respects with regard to representations and warranties qualified by materiality), (x) the Loan Parties are in DMEAST #35945034 v12 69 compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) 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.of each Loan Party party thereto; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date Date, in form and as substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance 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.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Parent most recently ended prior to the Closing DateDate for which financial statements are available, signed by an Authorized Officer of Borrower.the Parent, demonstrating compliance with the financial covenants herein; (vii) 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; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.Reserved; (ix) All fees material consents, regulatory approvals and expenses of the Lenders and the Agent licenses required to be paid by effectuate, and confirmation of an absence of any legal or regulatory prohibition with respect to, the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.transactions contemplated hereby; (x) Certification Evidence that no claim, litigation, suit or other proceeding each of the Credit Facilities described on Schedule 7.1.1(x) has been made in writing against Borrower whichterminated, in and all outstanding obligations thereunder have been paid and all Liens (if any) securing such obligations have been released; (xi) Such Uniform Commercial Code and tax searches as shall be requested by the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Administrative Agent, with results reasonably acceptable to the Administrative Agent.; DMEAST #35945034 v12 70 (xixii) Evidence To the extent required under applicable law, an executed Certificate of Beneficial Ownership for each Borrower, in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount each Lender, and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (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 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 an Authorized Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; hereunder and under the Loan Documents and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Agent and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cD) 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 certified 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 existence and 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 organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral.; (v) A written opinion Written opinions of Delaware and New York counsel for the Loan Parties, dated the Closing Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (vi) Evidence that adequate insurance 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.; (vii) 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.B▇▇▇▇▇▇▇; (viii) Evidence 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 an Authorized Officer that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid each is in full force and (c) all Liens securing such Existing Credit Obligations have been released.effect and none other is so required or necessary; (ix) All fees Evidence that all Indebtedness not permitted under Section 9.1 shall have been paid in full and expenses of the Lenders that all necessary termination statements, release statements and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth other releases in the Administrative Agent’s Letter. connection with all Liens (xother than Permitted Liens) Certification that no claim, litigation, suit have been filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent); (x) Lien searches in acceptable scope and with acceptable results; (xi) [reserved]; (xii) A certificate of an Authorized Officer of the period beginning January 1, 2009 and ending on Borrower as to the Expiration Date.Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xiii) An executed Landlord’s Waiver in substantially The Statements and 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.Projections; 74

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 Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized OfficerOfficer of the Borrower, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; (bx) the Loan Parties are Borrower is in compliance with each of the covenants and other conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower ADS delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan the Borrower Party in each state where organized or qualified to do businessand in a state listed on Schedule 6. 1.1 where the Borrower maintains a principal place of business; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer, which shall be in form and all appropriate financing statements substance reasonably satisfactory to the Administrative Agent and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral Agent; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1, which shall be in form and substance reasonably satisfactory to the Administrative Agent; (viv) Evidence that adequate insurance 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.counsel; (vi) [Intentionally Omitted]; (vii) A duly completed Compliance Certificate as of All material consents required to effectuate the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Datetransactions contemplated hereby, signed by an Authorized Officer of Borrower.including all regulatory approvals and licenses, absent any legal or regulatory prohibitions or material restrictions; (viii) [Intentionally Omitted]; (ix) [Intentionally Omitted]; (x) Evidence that (a) the Existing ADS Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid entered into in accordance with the terms 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 conditions set forth in 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.commitment letter and term sheet applicable thereto; (xi) Evidence in form that the indebtedness and substance satisfactory to obligations under the Administrative Agent Existing Credit Agreement have been amended and its counsel as to restated and shall from and after the amount Closing Date be evidenced by this Agreement and nature of all Tax, ERISA, employee retirement benefit and the other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Loan Documents; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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:Agent 72 135035202_4 (i) A Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and (dw) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. , (iiix) the conditions stated in both Section 7.1 and 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 the 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 the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names names, authority and capacity of the 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 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 existence and 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 organized 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 do business. result in a Material Adverse Change; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. Administrative Agent; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as addressed to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force Administrative Agent and effect, with additional insured, mortgagee each Lender 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Lender; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) 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 Collateralstatements; (iv) [Reserved]. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance 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 Lender and its counsel naming the Administrative Agent 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) All material consents required to effectuate the transactions contemplated hereby; (vii) 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.Lien search in acceptable scope and with acceptable results; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses an executed Certificate of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in 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 Beneficial Ownership in form and substance satisfactory acceptable to the Administrative Agent Lender, and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject.USA Patriot Act; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivix) Such other documents in connection with such transactions as the Administrative Agent Lender or its counsel may reasonably request.

Deliveries. On (a) At the Closing DateClosing, the Administrative Agent Sellers shall have received each of the following in form and substance satisfactory deliver to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared as Certificates representing the STAT-LAND Shares free and clear of all Liens, either duly endorsed in blank or accompanied by duly executed stock powers; (ii) The books and records of the last Business Day Company; (iii) An employment agreement in substantially the form attached hereto as Exhibit B, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇ (the "Employment Agreement"); (iv) The Escrow Agreement, duly executed by the Sellers; (v) True copies of the month immediately preceding Articles of Incorporation and current Bylaws of the Company; a certificate of good standing with regard to the Company, together with an incumbency certificate reasonably satisfactory to the Buyer's counsel; (vi) Compiled financial statements of the Company for fiscal year ended December 31, 1997 and a comfort or "negative assurances" letter for the interim financial statements of the Company for the period ended June 30, 1998 from Ruffulo & Rudder, CPAs; (vii) A Qualified Investor Questionnaire and the Representations and Warranties of Shareholders substantially in the forms of Exhibit C and Exhibit D respectively in a manner which does not adversely affect the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"); (viii) Evidence that the Sellers have caused the Company to collect all principal, interest and other amounts due from any Affiliate and on all outstanding loans made by the Company; (ix) Evidence that the Company has paid, or, upon payment pursuant to Section 1.4(a), will have caused to be paid, all principal, interest and other amounts on all outstanding loans payable by the Company, including, without limitation, payoff letters from Olympian Bank and Richmond County Savings Bank agreeing to deliver UCC-3 termination statements upon payment as set forth in Section 1.4(a), respectively; (x) UCC-3 termination statements from Gateway State Bank or its successor releasing all its liens on the assets of the Company; (xi) Employment Agreements in substantially the form attached hereto as Exhibit E, duly executed before a notary by (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (iii) ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "At Will Employment Agreements"); (xii) Evidence of compliance with applicable state securities laws; and (xiii) All other previously undelivered documents required pursuant hereto to be delivered by the Sellers, on behalf of the Sellers or the Company, to the Buyer at or prior to the Closing Date, showing total unused availability under in connection with the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date purchase and consummation sale of the STAT-LAND Shares and the other transactions contemplated hereby. (b) At the Closing, the Buyer or Guardian, as the case may be, shall deliver to the Sellers and/or such other recipient, as the case may be: (i) The Purchase Price, as determined and in the manner required by Section 1.3, 1.4 and 1.5 hereof; (ii) A certificate The Employment Agreement, duly executed by the Buyer; (iii) The At Will Employment Agreements, duly executed by the Buyer; (iv) The Escrow Agreement, duly executed by the Buyer; (v) True copies of the Articles of Incorporation and current Bylaws of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations Buyer and warranties hereunder are true and correct in all material respectsGuardian; (b) the Loan Parties are in compliance a certificate of good standing with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered regard to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBuyer, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with appropriate corporate resolutions and incumbency certificates from the appropriate state officials as reasonably satisfactory to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Sellers' counsel; (vi) Evidence that adequate insurance All other previously undelivered documents required pursuant hereto 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 delivered by the Buyer and/or Guardian to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended Sellers at or prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 the purchase and sale of the Shares and the other transactions as the Administrative Agent or its counsel may reasonably requestcontemplated hereby.

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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) 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, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance 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) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior 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 Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the "Lessor Consents"). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) 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 Liens securing 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, 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 Existing Credit Obligations have been releasedtermination 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) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed 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 Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An 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 and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for 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 period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form 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 Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) 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 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 Parent signed by an Authorized OfficerOfficer of the Parent, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in all material respects; and (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each its state where organized or qualified to do business.of organization; (iviii) 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.Officer; (viv) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date for the benefit of the Administrative Agent and as to the matters set forth in Schedule 6.1.1.each Lender; (viv) Evidence that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; (xiiivi) An executed Landlord’s Waiver UCC Lien Searches with respect to each Loan Party in their respective jurisdictions of formation; (vii) Evidence that all Indebtedness not permitted under Section 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); (viii) The Statements and the Projections; (ix) A certificate prepared as of the Closing Date in substantially the form of Exhibit 6.1.1(xiii7.1.1(A) from (the lessor "Closing Compliance Certificate"), showing pro forma trailing four (4) quarter (a) Leverage Ratio of not greater than 3.25 to 1.00 and (b) Interest Coverage Ratio of not less than 2.50 to 1.00, in each case for the period ended as of September 30, 2013; (x) A certificate of an Authorized Officer of the Parent in the form of Exhibit 7.1.1(B) hereto as to the Solvency of each leased Collateral location of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) All material consents required to effectuate the transactions contemplated hereby; (xii) Copies of all intercompany instruments and leases reflecting legend required by the terms of the Intercompany Subordination Agreement; (xiii) All documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Security Agreement.USA Patriot Act; and (xiv) 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 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dy) no Material Adverse Change has occurred since September 30, 2020 (and the date 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 last audited financial statements Administrative Agent or any of the Borrower delivered Lenders or that require documents or conditions to be satisfactory to the Administrative Agent.Agent or any of the Lenders) have been satisfied; (iiiii) A a certificate dated the Closing Date and signed by 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 in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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, certified as of a sufficiently recent date prior to the Closing Date certified 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 existence and 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 organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iviii) This this Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.parties thereto; (viv) A written opinion opinion(s) of counsel for the Loan PartiesParties addressed to the Administrative Agent, the Lenders, and the Issuing Lender, dated the Closing Date and as in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence evidence that adequate insurance 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 reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.payee to the extent required by the Administrative Agent; (viivi) A duly completed 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 last day of Closing Date (provided that the fiscal quarter of Borrower most recently ended prior to the Closing DateFixed Charge Coverage Ratio need not be reported), signed by an Authorized Officer of the OP Borrower.; (vii) reasonably satisfactory evidence that the Spin-Off Transaction was consummated on or prior to the date hereof on terms consistent in all material respects with the Spin-Off Transaction Documents; (viii) Evidence reasonably satisfactory evidence that (a) all material consents, licenses and approvals required for the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid delivery and (c) all Liens securing performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Existing Credit Obligations have been released.Loan Party are in full force and effect and no other is so required or necessary; (ix) All fees evidence that all Indebtedness not permitted under Section 9.1 [Indebtedness] shall have been paid in full and expenses of the Lenders that all necessary termination statements, release statements and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth other releases in the Administrative Agent’s Letter. connection with all Liens (xother than Permitted Liens) Certification that no claim, litigation, suit have been filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent); (x) lien searches in acceptable scope and with acceptable results, as reasonably determined by the period beginning January 1Administrative Agent; (xi) with respect to each Collateral Pool Property, 2009 and ending each of the Collateral Pool Property Deliverables; (xii) a certificate of an Authorized Officer of the OP Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to this Agreement, the transactions contemplated to occur on the Expiration Date.Closing Date and the initial Loans and Letters of Credit, if any, hereunder; (xiii) An executed Landlord’s Waiver in substantially a Borrowing Base Certificate showing the form total unused Revolving Credit availability, after giving effect to the Loans to be made on the Closing Date and consummation of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.transactions contemplated hereby; (xiv) Such the Statements and the Projections; (xv) (i) the absence of any Material Adverse Change in the financial condition of the REIT Guarantor, the OP 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; (xvi) a satisfactory review of the financial condition of the Loan Parties and the Collateral Pool Properties; (xvii) an executed Certificate of Beneficial Ownership for each 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 Act; and (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 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 certificate 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 Company signed by an Authorized OfficerOfficer of the Company, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cC) no Event of Default or Potential Default exists; exists and (dD) 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 Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Effect; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or Director of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (or foreign jurisdictional equivalent in each jurisdiction where such certification is required) of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion Opinions of counsel for each of the Loan PartiesBorrowers, dated the Closing Date and as to the 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 effectDate, with additional insured, mortgagee and lender loss payable special endorsements attached thereto each in form and substance satisfactory acceptable to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Lenders; (viiv) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Company most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Company; (viiivi) Evidence that (a) the Existing Credit Agreement dated as of December 29, 2006 among the Borrowers, the other foreign borrowers a party thereto, the lenders a party thereto and PNC, as successor in interest to National City Bank, as administrative agent, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ixvii) All fees a completed and expenses of executed Loan Request from the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver Borrowers in substantially the form of Exhibit 6.1.1(xiii) 2.5.1 [and Swing Loan Request from the lessor for each leased Collateral location required under Borrowers in substantially the Security Agreement.form of Exhibit 2.5.2]; and (xivviii) 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 AgentAgent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) A Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and (dw) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent., (x) the conditions stated in both Section 7.1 and 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; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this 161957986_3 Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) attaching copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit resolution 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 corporate or its counsel may reasonably request.organizational action;

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:9.2 has been satisfied; (ib) A Borrowing Base Certificate prepared a certificate dated as of the last Business Day Closing Date duly executed by the Company 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 month immediately Code) at any time during the five (5) years 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 an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of certificate and a notice duly executed by the Borrower delivered Company from the Company to the Administrative Agent. (iiiIRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to Parent, along with the Administrative Agent Company’s duly executed written authorization for Parent, as agent for the period beginning January 1Company, 2009 and ending to deliver such notice to the IRS on behalf of the Expiration Date.Company upon the Closing; (xiiic) An executed Landlord’s Waiver resignations, dated as of the Closing Date, of each director and, to the extent requested by Parent in substantially writing at least five (5) Business Days prior to the form Closing Date, each officer of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under Company, effective at or prior to the Security Agreement.Effective Time; (xivd) Such other documents the Certificate of Merger, duly executed by the Company; (e) the Escrow Agreement, duly executed by the Stockholder Representative; (f) the Payoff Letters; (g) the Intercompany Notes Payoff Letter; (h) the Stockholder Written Consent and Agreement signed by Company Stockholders holding at least 92% of the issued and outstanding Company Common Stock; and (i) 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (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) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (vi) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (vii) 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.; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that (a) the Existing Credit Agreement has been terminatedamended and restated by this Agreement, (b) and all Existing Credit Obligations outstanding obligations thereunder have been settled or paid and (c) all Liens securing such Existing Credit Obligations obligations have been released. (ix) All fees and expenses of assigned to the Lenders Collateral Agent as security for the Senior Secured Obligations, which include the Obligations. The Loan Parties and the Agent required other parties hereto intend that no novation shall occur with respect to be paid by the Loan Partiesobligations so amended and restated, includingand that such Liens shall continue as security for the Senior Secured Obligations, without limitation, those fees set forth in the Administrative Agent’s Letter.as a portion thereof are amended and restated pursuant to this Agreement; (x) Certification Evidence 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 has caused to be satisfied all obligations owed to the Administrative AgentNoteholders under the Note Purchase Agreement related to the 6.82% Senior Notes due 2011. (xi) Evidence 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 satisfactory acceptable to the Administrative Agent and Agent, whereby Bank of America, N.A. assigns its counsel rights as collateral agent under the Security Agreement dated September 10, 2008, to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subjectPNC. (xii) Financial projections A Lien search in form acceptable scope and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.with acceptable results; (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 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 Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing DateWith respect to each Loan Party, 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder 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; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent., and (e) 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 Subsidiaries which could reasonably be expected to result in a Material Adverse Change; (iiiii) A With respect to each Loan Party, a certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified 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 the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate and, to the extent not previously delivered to the Administrative Agent, stock powers and or other certificates evidencing the pledged Collateral.Collateral and appropriate transfer powers; (viv) A written opinion Written opinions of counsel for the each Loan PartiesParty, dated the Closing Date Date, each in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and the Lenders; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vi) Lien searches for each Loan Party in acceptable scope and with acceptable results; (vii) All material consents required 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 2025 through 2029, including assumptions used in preparing the forecast financial statements, satisfactory to the Administrative Agent; 282118229 (ix) [Reserved]; (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 additional insuredsuch ▇▇▇▇▇▇'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) [Reserved]; (xii) The Administrative Agent and each Lender shall have received, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory acceptable to the Administrative Agent and its counsel naming 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 Administrative Agent as additional insured, mortgagee and lender loss payee.USA Patriot Act; (viixiii) A duly completed Compliance Certificate as Satisfactory review 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxtax, ERISA, Canadian Pension Plans, Canadian Benefit Plans, employee retirement benefit and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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.; and (xiv) 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 requestany 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 Lender to comply therewith.

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 Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated as of the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Certified copies of the FERC Order and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.IURC Order; (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance 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.; (vii) A duly completed Compliance Certificate as of such documentation and other information requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.USA Patriot Act; and (viii) Evidence that (a) All material consents required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.transactions contemplated hereby; and (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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 Agentfollowing: (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 an Authorized OfficerOfficer of such Loan Party, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and other conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do businessand in a state listed on Schedule 6. 1.1 where such Loan Party maintains a principal place of business; (iviii) 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., which shall be in form and substance reasonably satisfactory to the Administrative Agent; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1, which shall be in form and substance reasonably satisfactory to the Administrative Agent; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee., all of which shall be in form and substance satisfactory to the Administrative Agent; (viivi) A duly completed Compliance Certificate closing date 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 which closing date certificate shall show a Leverage Ratio less than or equal to 3.50 to 1.00, which certificate shall be paid by the Loan Parties, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; (xiiivii) An executed Landlord’s Waiver 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 substantially form and substance consistent with the form of Exhibit 6.1.1(xiiiterms set forth herein and reasonably satisfactory to the Administrative Agent; (ix) from A Lien search in acceptable scope and with acceptable results, showing no Liens other than Permitted Liens; (x) Evidence that the lessor for each leased Collateral location required ADS Mexicana Credit Facility has been entered into in accordance with the terms and conditions set forth in the commitment letter and term sheet applicable thereto; (xi) Evidence that the indebtedness and obligations under the Security Agreement.Existing Credit Agreement have been amended and restated and shall from and after the Closing Date be evidenced by this Agreement and the other Loan Documents; and (xivxii) 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 Borrowing Base Certificate prepared as this Agreement and each of the last Business Day of other Loan Documents duly executed by 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.parties thereto; (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (ax) since December 31, 2022, no event, circumstance or condition has occurred or exists that has resulted in or could be reasonably expected to result in a Material Adverse Effect and (y) the representations and warranties hereunder are true and correct conditions stated in all material respects; (b) the Section 6.2 [Each Loan Parties are in compliance with each or Letter of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Credit] have been satisfied; (iii) A a certificate dated the Closing Date and signed by [the Secretary or an Assistant Secretary Secretary] of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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, certified as of a sufficiently recent date prior to the Closing Date certified 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 existence and 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 organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iv) This Agreement and a Perfection Certificate in the form of Exhibit G-1 duly executed by 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.Party; (v) A written subject to Section 7.15 [Post-Closing Obligations], all certificates, agreements or instruments representing or evidencing the Securities Collateral (as defined in the Security Agreement) and any Marketable Security (as defined in the Australian Pledge Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Administrative Agent; (vi) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other filings and documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Security Agreement and the Australian Pledge Agreement; (vii) the Intercompany Note; (viii) an intercreditor agreement among the Borrower, the Administrative Agent and the agent for the Existing Securitization Facility attached as Exhibit I hereto (the “PLRC Intercreditor Agreement”); (ix) written opinions of (i) ▇▇▇▇▇ ▇▇▇, as New York and Illinois counsel for the Loan Parties, (ii) Ashurst LLP, as Australian counsel to the Administrative Agent and (iii) Dentons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, as Indiana local counsel for the Loan Parties, each dated the Closing Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (vix) Evidence evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender lenders 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 insured and lender lenders loss payee.; (viixi) A duly completed Compliance Certificate as Lien searches in acceptable scope and with acceptable results; (xii) a certificate of an Authorized Officer of the last day Borrower as to the Solvency of the fiscal quarter Borrower and its Subsidiaries taken as a whole after giving effect to the transactions contemplated by this Agreement; (xiii) the Statements and the Projections; and (xiv) 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 (solely to the extent requested at least ten (10) Business Days (or such shorter period as the Borrower most recently ended may agree) prior to the Closing Date) in connection with applicable “know your customer” and anti-money laundering rules and regulations, signed by an Authorized Officer of Borrowerincluding the USA PATRIOT Act. (viiixv) Evidence each original share certificate for all the issued shares in Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇; (xvi) each original share certificate for all the issued shares in Wilpinjong Coal Pty Ltd ACN 104 594 694; (xvii) each original blank share transfer form executed by each relevant shareholder sufficient to transfer all of its legal and beneficial interest in the above shares, with the name of the transferee, the consideration and the date left blank; (xviii) a certified copy of the share register of Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇ indicating that the shareholders hold all issued shares in Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇; (axix) a certified copy of the Existing Credit Agreement share register of Wilpinjong Coal Pty Ltd ACN 104 594 694 indicating that the shareholders hold all issued shares in Wilpinjong Coal Pty Ltd ACN 104 594 694; (xx) a certified fully executed copy of constitution of Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇; (xxi) a certified fully executed copy of constitution of Wilpinjong Coal Pty Ltd ACN 104 594 694; (xxii) evidence that the constitution of Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇ has been terminatedamended in such a manner as the Lenders requires, (b) including so as to ensure that the Lenders or its nominee can become registered as the holder of all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.shares of Peabody Australia Holdco Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇ the subject of the secured interest in the event of the enforcement of the secured property; and (ixxxiii) All fees and expenses evidence that the constitution of Wilpinjong Coal Pty Ltd ACN 104 594 694 has been amended in such a manner as the Lenders requires, including so as to ensure that the Lenders or its nominee can become registered as the holder of all shares of Wilpinjong Coal Pty Ltd ACN 104 594 694 the subject of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth secured interest in 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 event of the Borrower is in an amount in excess enforcement of $2,000,000 other than as previously disclosed to the Administrative Agentsecured property. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and Officer, together with, to the extent not previously delivered, the original certificates evidencing the pledged Collateral.applicable ownership interests (if applicable) of the Pledged Equity along with appropriate transfer powers executed in blank; (viv) A written opinion Written opinions of (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ PC, special counsel for to the Loan Parties and (ii) ▇▇▇▇▇▇, de ▇▇▇▇▇, S.E.N.C.R.L./L.L.P, special Quebec counsel to the Loan Parties, each dated the Closing Date and as to such matters concerning the matters set forth in Schedule 6.1.1.Loan Parties and the Loan Documents as the Administrative Agent and the Lenders may reasonably request; (viv) Evidence that adequate insurance 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.; (viivi) 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) Satisfactory Lien search results with respect to each Loan Party; (viii) Evidence that (a) The Audited Financial Statements and the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.Projections; (ix) All fees ▇▇▇▇▇▇▇ Engineering, Inc.’s (i) audited financial statements, prepared in accordance with GAAP, for the fiscal year ended December 31, 2010, and expenses of (ii) unaudited internally prepared financial statements for the Lenders and the Agent required to be paid by the Loan Partiesfiscal year ended December 31, including, without limitation, those fees set forth in the Administrative Agent’s Letter.2011; (x) Certification Evidence that no claim, litigation, suit or the Loan Parties have received all regulatory approvals and licenses necessary for the Loan Parties to effectuate the transactions hereunder and under each 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.Loan Document; and (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 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 an Authorized a Senior Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change material adverse change has occurred since the date of the last audited financial statements of the Borrower Company delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Senior 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by a Senior Officer and, to the extent applicable, an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing authorized officer of each of the pledged Collateral.Lenders whose names are set forth on Schedule 1.1(B) as of the Closing Date; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate of the existence of insurance 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 pursuant to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Section 8.1.2 [Maintenance of Property; Insurance]; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower the Company most recently ended prior to the Closing Date, signed by an Authorized a Senior Officer of Borrower.the Company; (viiivii) Evidence that Projections (aincluding a closing balance sheet, statements of operation and statement of cash flows) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower Company and its Subsidiaries may be subject. (xii) Financial projections for the years 2011 through 2016, including assumptions used in form and substance preparing the projections, prepared in a manner reasonably satisfactory to the Administrative Agent 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 period beginning January 1, 2009 assumptions contained in such projections and ending on the Expiration Date.(c) such projections have been prepared in accordance with such assumptions; (xiiiviii) An executed Landlord’s Waiver in substantially All regulatory approvals and licenses necessary for the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.financing contemplated hereby shall have been completed and there shall be no legal or regulatory prohibitions or restrictions; (xivix) A Lien search in acceptable scope and with acceptable results; and (x) 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 The following items or documents shall have received each of the following in form and substance satisfactory been delivered to the Administrative AgentLender: (i) A Borrowing Base Draw Request complying with the provisions of this Agreement which shall constitute Borrowers’ representation and warranty to Lender that: (A) any completed construction is substantially in accordance with the Plans and Specifications, (B) all costs for the payment of which Lender has previously advanced funds have in fact been paid or are being held by Borrowers pending the resolution of a bonafide dispute with a Trade Contractor; provided, however, that (1) in such event, the Draw Request shall include a description of the dispute, the identity of the Trade Contractor and the maximum amount in dispute, (2) in no event shall Borrowers be holding, in the aggregate at any one time, Construction Loan proceeds of more than $1,500,000.00 on account of all such pending disputes with Trade Contractors, and (3) if the dispute is not resolved within sixty (60) days following the date on which the Construction Loan Advance which was intended to pay the disputed cost was advanced, Borrowers shall return to Lender the amount of Construction Loan proceeds advanced to pay such disputed cost, which amount may be requested again by Borrowers when the dispute is resolved, (C) all the representations and warranties contained in Article IV of this Agreement continue to be true and correct in all material respects (except to the extent of changes in circumstances or conditions which are not otherwise prohibited by this Agreement, including a specific statement that all Borrowers are in compliance with Section 4.1.30 hereof), (D) no monetary Default or any Event of Default shall have occurred and be continuing hereunder, and (E) Borrowers continue to be in compliance in all material respects with all of the other terms, covenants and conditions contained in this Agreement. (ii) An Advance Request accompanied by a completed and itemized Application and Certificate prepared for Payment (AIA Document No. G702) attached hereto as Exhibit H or similar form approved by Lender, containing the certification of the General Contractor or Trade Contractor to whom such payment is made, as applicable, and the Architect as to the material accuracy of same, together with invoices relating to all items of Hard Costs covered thereby and accompanied by a cost breakdown showing the cost of work on, and the cost of materials incorporated into, the Project to the date of the requisition. The cost breakdown shall also show the percentage of completion of each Line Item on the Loan Budget, and the accuracy of the cost breakdown shall be certified by Borrowers and by the Architect. All such applications for payment shall also show all Trade Contractors, including Major Contractors, by name and trade, the total amount of each contract or subcontract, the amount theretofore paid to each Trade Contractor as of the last Business Day date of such application, and the amount to be paid from the proceeds of the month Construction Loan Advance to each Trade Contractor. (iii) A General Contractor Affirmation of Payment (an “Affirmation of Payment”) (AIA Form G706) in the form attached hereto as Exhibit M. (iv) All invoices relating to all items of Soft Costs identified in the Advance Request or Borrowers’ receipted bills therefor, or other reasonable proof of expenditure or payments for Soft Costs due reasonably acceptable to Lender. (v) An Anticipated Cost Report in respect of the Project, which shall be reasonably satisfactory in form and substance to Lender and the Construction Consultant. (vi) An endorsement to the Title Insurance Policy dated the date of such requested Construction Loan Advance and showing the Mortgage as a prior and paramount Lien on each of the Properties, subject only to (A) the Permitted Encumbrances, (B) any other Liens or encumbrances consented to in writing by Lender, and (C) any other Liens which are then being contested in accordance with the provisions of Section 3.6(b) of the Mortgage, and which shall have the effect of increasing the coverage of the Title Insurance Policy by an amount equal to the amount of the Construction Loan Advance then being made, along with co-insurance or reinsurance in such forms and amounts as may be reasonably required by Lender. Any reinsurance agreements shall provide for direct access with the other title companies satisfactory to Lender. (vii) (A) An updated lien waiver log, (B) duly executed conditional Lien waivers in the form set forth in Exhibit L-1 (progress payment) or L-3 (final payment) hereto, as applicable, from all Major Contractors who have performed work, for the work so performed, and/or who have supplied labor and/or materials, for the labor and/or materials so supplied, except for such work or labor and/or materials for which payment thereof is requested, as to which duly executed unconditional Lien waivers in the form set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, as applicable, shall be delivered to Lender with the next request for a Construction Loan Advance, and (C) duly executed unconditional Lien waivers in the form set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, as applicable, with respect to all payments which were requested to be paid with the immediately preceding Construction Loan Advance and from whom a conditional Lien waiver in the Closing Dateform set forth in Exhibit L-1 (progress payment) or L-3 (final payment) hereto, as applicable, was delivered in the immediately preceding request for a Construction Loan Advance. (viii) An updated (A) Architect’s Certificate, (B) General Contractor’s Certificate, and (C) at Lender’s request, an updated Contractor’s Certificate from any Major Contractor, together with (1) copies of any amendments to the Architect’s Contract, General Contract, and any Major Contract (all of which amendments shall be approved by Lender as and to the extent Lender approval is required in accordance with the terms hereof) and (2) copies of any new contracts and subcontracts for the Project which do not constitute Major Contracts entered into subsequent to the date of the immediately preceding Draw Request. (ix) A spreadsheet of Loan Budget Line Items in form reasonably satisfactory to Lender showing total unused availability amounts expended under each Line Item to date and amounts under each Line Item remaining to be paid out. (x) Evidence that all Government Approvals necessary to permit the Revolving Credit Commitmentsconstruction of that/those portion(s) of the Project to be funded with the proceeds of the proposed Construction Loan Advance have been obtained, including, without limitation, one or more acceptable building permits. (xi) A monthly progress report from the General Contractor and/or the General Contractor, including, without limitation, a Loan Budget status (with respect to Hard Costs only), Construction Schedule status, Governmental Approval status, if applicable, and a description of any issues to be resolved between Borrowers and any designer or Trade Contractor, which report shall be reasonably satisfactory to Lender and Construction Consultant. (xii) Evidence reasonably satisfactory to Lender that the notional amount of the Interest Rate Cap Agreement(s) with respect to the Construction Loan shall be no less than the Construction Loan Outstanding Principal Balance, after giving effect to the Loans proposed Construction Loan Advance, pursuant to be made on one or more modified or new Interest Rate Cap Agreements complying with the Closing Date and consummation terms of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration DateSection 2.2.7 hereof. (xiii) An executed Landlord’s Waiver in substantially Lender and the form of Exhibit 6.1.1(xiii) from Construction Consultant shall have received and approved any changes to the lessor for each leased Collateral location required under the Security AgreementDisbursement Schedule. (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 Seller shall have received delivered to Buyer each of the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A Borrowing Base Certificate prepared (x) an executed 280G Waiver from each 280G Individual, and (y) evidence that a vote of the Persons who are entitled to vote on the 280G Payments was obtained with respect to all 280G Individuals in compliance with the 280G Voting Rules and that either (1) the requisite number of stockholder votes was obtained with respect to the 280G Payments subject to waiver under the 280G Waivers (the “280G Approval”), or (2) the 280G Approval was not obtained, and, as a consequence, the 280G Payments subject to waiver under the 280G Waivers shall not be made or provided; (ii) a copy of the Escrow Agreement duly executed by Lender and the Escrow Agent; (iii) a certificate of Seller, executed on its behalf by a duly authorized officer thereof, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability 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 Company and each of its Subsidiaries organized within the 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 required under the Revolving Credit Commitments, after giving effect Treasury Regulations issued pursuant to the Loans to be made on the Closing Date and consummation Sections 1445 of the transactions contemplated hereby.Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; and (iivi) A certificate a certified copy of each resolutions duly adopted by Seller’s board of managers authorizing the Loan Parties signed execution, delivery and performance by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each Seller of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized agreements contemplated hereby to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in which Seller is a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Partiesparty, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 consummation by the Loan Parties, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature Seller of all Tax, ERISA, employee retirement benefit transactions contemplated hereby and other contingent liabilities to which the Borrower and its Subsidiaries may be subjectthereby. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (bwithout duplication of any materiality qualifiers contained therein), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion Written opinions of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1 [Deliveries]; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) A duly completed Compliance Certificate evidencing pro forma 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 of Borrower most recently Parent ended prior to the Closing DateJune 30, 2014, signed by an Authorized Officer of Borrower.Parent; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence reasonably satisfactory to the Administrative Agent that (a) all interest, fees and other obligations under the Existing Credit Agreement has been terminated(other than principal of the Existing Revolving Loans, (bcontingent claims in respect of the Existing Letters of Credit and unbilled expenses) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.in full to the Closing Date; (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 the Administrative Agent’s Letter.[Reserved]; (x) Certification Evidence that no claimall Liens in the Collateral pursuant to the Collateral Documents have been duly perfected and have the priority required under the Loan Documents, litigation, suit including Lien searches in acceptable scope and with acceptable results; (xi) The Domestic Loan Parties have used commercially reasonable efforts to obtain an executed landlord’s waiver or other proceeding has been made in writing against Borrower whichlien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Pledge and Security Agreement or Section 8.1.11 [Landlord Waivers] hereof; (xii) 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 status shall be reasonably satisfactory to the Arrangers and the Administrative Agent; (xiii) A perfection certificate, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed form and substance reasonably acceptable to the Administrative Agent., executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Loan Party; (xixiv) Evidence [Reserved]; (xv) Evidence, in form and substance satisfactory to the Administrative Agent and its counsel as Agent, that no actions, suits, proceedings, claims or disputes pending or, to the amount and nature knowledge of all Taxthe Loan Parties, ERISAthreatened, employee retirement benefit and 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 contingent liabilities Loan Document or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to which the Borrower and its Subsidiaries may be subject.cause a Material Adverse Change; (xiixvi) Financial projections Evidence, in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1Agent, 2009 and ending on the Expiration Date.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; (xiiixvii) An executed Landlord’s Waiver Documentation and other information requested by the Administrative Agent in substantially order to comply with requirements of the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA Patriot Act; (xivxviii) 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 T▇▇ de México, S.A. de C.V. (“T▇▇”), as depositary, (b) the Pledge Agreement, dated as of November 2, 2007, among Controls, as pledgor, the Administrative Agent, as pledgee, and T▇▇, as depositary and (c) the Pledge Agreement, dated as of November 2, 2007, among Electronics, as pledgor, the Administrative Agent, as pledgee, and T▇▇, as depositary; and (xix) 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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited consolidated financial statements of the Parent Borrower delivered to the Administrative Agent.Agent except as set forth on Schedule 6.1.6; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate insurance 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.; (viivi) 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) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Amended and Restated Revolving Credit Agreement dated October 23, 2008 among Borrower and Bank of America, N.A., has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (x) Certification that no claim, litigation, suit An executed landlord’s waiver 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) lien waiver agreement from the lessor lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Security Agreement.; (xivxi) Satisfactory completion by Borrower of the environmental questionnaire provided by the Administrative Agent; and (xii) 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 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. (iiI) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , except for representations and warranties which (bA) 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; , (cx) no Event of Default or Potential Default exists; , (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; and (II) a certificate of an Authorized Officer of the Borrower as to the solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (if applicable) of each Loan Party in each state where organized or qualified to do business.their respective states of organization; (iviii) This Agreement and each of the other Loan Documents signed to be delivered on the Closing Date duly executed by an Authorized Officer the parties thereto and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) A duly completed Compliance Certificate pro forma compliance certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateDate 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 effect to the transactions occurring on the Closing Date); (vii) All material consents, regulatory approvals and licenses required to effectuate the transactions contemplated hereby; (viii) Evidence that Absence of (aA) any legal or regulatory prohibitions or restrictions in connection with the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid transactions contemplated hereby and (cB) all Liens securing such Existing Credit Obligations any 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 could reasonably be expect to have been released.a Material Adverse Change; (ix) All fees 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 search in acceptable scope and expenses with acceptable results; (xi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location requested by the Administrative Agent; (xii) Receipt of the Lenders and the Agent required to be paid by the Loan Parties’ most recent audited financial statements, prepared in accordance with GAAP; (xiii) Evidence that the Existing Credit Agreement, and the obligations thereunder have been paid in full and, if applicable, all liens and security interests related thereto shall have been released; (xiv) 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 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, without limitation, those fees set forth in the Administrative Agent’s Letter.USA PATRIOT Act; (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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivxv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

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 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date 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 last audited financial statements of 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 (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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 Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified 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 existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) 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. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance 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, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of 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 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (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 an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 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 ending on Liens on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate 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 certificate of an Authorized Officer of the 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 Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On Subject to the conditions set forth in this Agreement, on the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory : (a) The ASSAC Parties will deliver to the Administrative AgentStillwater Parties: (i) A Borrowing Base Certificate prepared as evidence of payment of the last Business Day Consideration, consisting of the month immediately preceding ASSAC Series A Preferred Shares, as evidenced by a copy of the Closing Date, showing total unused availability under Register of Members of ASSAC recording the Revolving Credit Commitments, after giving effect issuance of such ASSAC Series A Preferred Shares issued to the Loans to be made on Funds or the Shareholders of the Funds; (ii) a certificate of the ASSAC Parties dated the Closing Date stating that the conditions set forth in SECTION 7.1 have been satisfied; (iii) the text of the resolutions adopted by the board of directors of ASSAC authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, certified by an appropriate officer of ASSAC; (iv) each Ancillary Agreement to which ASSAC is a party, duly executed by ASSAC; (v) all Required Consents, duly executed by all appropriate parties; and (vi) all Asset Transfer Instruments under and pursuant to Section 2.1(b) of this Agreement and all Liability Assumption Instruments under and pursuant to Section 2.3(b); and (vii) evidence of filing of the ASSAC Series A Preferred Certificate of Designations and Restated ASSAC Articles with the Registrar of Companies in the Cayman Islands; (viii) such other certificates, documents and instruments that the Stillwater Parties reasonably request for the purpose of (A) evidencing the accuracy of the ASSAC Parties’ representations and warranties, (B) evidencing the performance and compliance by the ASSAC Parties with the agreements contained in this Agreement, (C) evidencing the satisfaction of any condition referred to in SECTION 7.1 or (D) otherwise facilitating the consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered this Agreement. All actions to the Administrative Agent. (iii) A certificate dated the Closing Date and signed be taken by 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 ASSAC Parties in connection with consummation of the transactions contemplated by this Agreement and the all certificates, opinions, instruments and other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under effect the transactions contemplated by 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 will be paid by the Loan Parties, including, without limitation, those fees set forth in 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 Stillwater Parties and ending on the Expiration Datetheir counsel. (xiiib) 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.The Stillwater Parties will deliver to ASSAC: (xivi) Such a certificate of the Stillwater Parties dated the Closing Date stating that the conditions set forth in SECTION 6.2 have been satisfied; (ii) the text of the resolutions adopted by the board of directors of each of the Stillwater Parties authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, certified by an appropriate officer of Stillwater; (iii) each Ancillary Agreement to which any Stillwater Party is a party, duly executed by such Stillwater Party; (iv) all Required Consents, duly executed by all appropriate parties; (v) all Asset Transfer Instruments under and pursuant to Section 2.1(b) of this Agreement and all Liability Assumption Instruments under and pursuant to Section 2.3(b); and (vi) such other certificates, documents and instruments that the ASSAC Parties reasonably request for the purpose of (1) evidencing the accuracy of the Stillwater Parties’ representations and warranties, (2) evidencing the performance and compliance by the Stillwater Parties with the agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in SECTION 6.2 or (4) otherwise facilitating the consummation of the transactions contemplated by this Agreement. All actions to be taken by each of the Stillwater Parties in connection with such consummation of the transactions as contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the Administrative Agent or transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to ASSAC and its counsel may reasonably requestcounsel.

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 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date 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 last audited financial statements of 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 (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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 Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified 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 existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) 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. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance 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, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of 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 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (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 an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 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 ending on ▇▇▇▇▇ on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate 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 certificate of an Authorized Officer of the 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 Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) 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 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 an Authorized Officer, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects on such date (bexcept 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; , (cC) no Event of Default or Potential Default exists; and , (dD) no Material Adverse Change has in any Loan Party or Subsidiary of any Loan Party shall have occurred since the date of the last audited financial statements of the Borrower delivered certified to the Administrative Agent.Agent under the Existing Credit Agreement, and (E) the Loan Parties are in compliance with ERISA, the Code and other 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; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) 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 Pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) 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.; (viiivii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses Delivery of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in 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 Financial Projections in form and substance satisfactory to the Administrative Agent; (viii) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby as set forth on Schedule 6.1.13 shall have been obtained, and there shall be an absence of any legal or 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 search in acceptable scope and its counsel as with acceptable results; (xi) Landlord’s Waivers executed and delivered to the amount and nature Administrative Agent, on a commercially reasonable best efforts basis, from the lessors of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which certain of the Borrower and its Subsidiaries may be subject.leased Collateral locations as identified on Schedule 1.1(L); (xii) Financial projections With respect to each Loan Party and each 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 be reasonably satisfactory, in form and substance reasonably satisfactory substance, to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; and (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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative AgentDecember 31, 2009. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified 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 the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents (subject to Section 7.3 [Post-Closing Covenant]) signed by an Authorized Officer and Officer, all appropriate financing statements and statements, appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and deposit account control agreements, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each deposit account of the Domestic Loan Parties; (viv) A written opinion Written opinions of domestic and foreign counsel for the Loan PartiesParties (in each case in accordance with relevant local law and local market practice), dated the Closing Date and, subject to such local law and local market practice, as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured 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 insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently Company ended prior to the Closing DateJune 30, 2010, signed by an Authorized Officer of Borrower.Company; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Prior Senior Credit Agreement Facility has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 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 a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date 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 last audited financial statements of 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 (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the 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 Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified 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 existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) 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. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance 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, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of 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 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 an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) 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 the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 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 ending on Liens on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate 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 certificate of an Authorized Officer of the 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 Statements and the Projections; (xii) evidence that (A) the Holdings IPO has occurred or will occur substantially concurrently with the initial funding of 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) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateAt Closing, the Administrative Agent Company shall have received each deliver the following items to the Investor, against payment of the following in form and substance satisfactory to Subscription Price (after deducting the Administrative AgentDeposit) by the Investor: (a) (i) A Borrowing Base Certificate prepared as a copy of the last Business Day register of members of the month immediately preceding applicable Group Company as at the date of the Closing Date, showing total unused availability under the Revolving Credit Commitments, after and giving effect to the Loans transactions contemplated hereby, certified by a director of the respective Group Company to be made a true and complete copy thereof, (ii) a copy of the register of directors of the applicable Group Company as at the date of the Closing, certified by a director of the applicable Group 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 certificate(s) to the Investor representing the Shares subscribed for by the Investor in the Closing; (c) a compliance certificate dated on the Closing Date signed by each Warrantor or a duly authorized representative of each Warrantor, as applicable, satisfactory to the Investor and consummation its counsel certifying that all of the transactions contemplated hereby. (ii) A certificate of each conditions set forth in Section 7 have been fulfilled, and attaching and certifying as true and complete a copy of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations Company’s Memorandum and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each Articles of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Association as in effect on the Closing Date certified Date; (d) a certificate of good standing issued by the appropriate state official where such documents are filed in a state office together with certificates from Registrar of Companies of the appropriate state officials as Cayman Islands dated no earlier than fifteen (15) Business Days prior to the continued existence 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 each Loan Party in each state where organized or qualified to do business.the Cayman Islands; (ive) This Agreement and a certificate of good standing or its equivalent issued by the relevant authority in the place of incorporation of each of the other Loan Documents signed by an Authorized Officer Global Market Subsidiaries, if applicable, dated no earlier than fifteen (15) Business Days prior to the Closing certifying that each of the Global Market Subsidiaries, as the case may be, has been duly incorporated, has paid all required fees and all appropriate financing statements taxes, and appropriate stock powers is validly existing and certificates evidencing in good standing under the pledged Collateral.laws of its place of incorporation; (vf) A written a legal opinion of the Company’s Cayman Islands counsel for covering, among other things, the Loan Partiescapitalization of the Company and the amendments to the constitutional documents of the Company, reasonably satisfactory to the Investor and its legal counsel in form and substance, dated on the Closing Date and as addressed to the matters set forth in Schedule 6.1.1.Investor; (vig) Evidence that adequate insurance required a legal opinion of the Company’s Hong Kong counsel covering, among other things, the establishment of the HK Subsidiary, the Stage One Reorganization and the Stage One Restructuring Agreements, reasonably satisfactory to the Investor and its legal counsel in form and substance, dated on the Closing Date and addressed to the Investor; (h) a legal opinion of the Company’s PRC counsel covering, among other things, the establishment of the PRC Subsidiary, reasonably satisfactory to the Investor and its legal counsel in form and substance, dated on the Closing Date and addressed to the Investor; (i) unaudited consolidated balance sheets and profit and loss statements of the Group Companies for the year ended December 31, 2005 and unaudited consolidated balance sheets and profit and loss statements of the Group Companies for the period ended June 30, 2006, which shall be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto satisfactory in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Investor; and (viij) A duly completed Compliance Certificate as Board and members resolutions of the last day applicable Group Companies, as appropriate, each certified by a duly authorized legal representative of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrowerrespective Group Company as true and complete. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 At the Closing DateFacility Increase Closing, the Administrative Agent shall have received Company will deliver to each Investor (i) duly executed Facility Increase Warrants in accordance with Section 2.2, (ii) a written opinion of King & Spalding, LLP, counsel to the following Company, in form and substance satisfactory reasonably acceptable to the Administrative Agent: Investors, (iiii) A Borrowing Base a certificate of the Secretary or an Assistant Secretary of the Company, dated the Initial Closing Date and certifying: (1) that attached thereto is a true and complete copy of the Bylaws as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of the Certificate prepared of Incorporation as in effect on the date of such certification; (3) that attached thereto is a certificate of the Secretary of State dated as of a recent date as to the last Business Day due incorporation and good standing of the month immediately preceding Company and listing all documents of the Company on file with the Secretary of State; and (4) that attached thereto is a true and complete copy of resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements, the issuance, sale, and delivery of the Facility Increase Warrants, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, and (iv) a certificate of a duly authorized officer, dated the Facility Increase 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. effect that (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a1) the representations and warranties hereunder of the Company contained in Article III are true and correct in all material respects at and as of the Facility Increase Closing Date as if made at and as of the Facility Increase Closing Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); provided that, if a representation or warranty is qualified as to materiality or Material Adverse Effect, for purposes of this clause (iv), such representation or warranty shall be true and correct in all respects; ), and (b2) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cin Section 6.2(c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) 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. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been releasedsatisfied. (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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing DateWith respect to each Loan Party, showing total unused availability under the Revolving Credit Commitments, after giving effect and subject to the Loans to be made on the Closing Date Due Authorization Limitation Provision, IOS and consummation of the transactions contemplated hereby. (ii) A each IOS Guarantor, a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder 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; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent., and (e) 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 Subsidiaries which could reasonably be expected to result in a Material Adverse Change; (iiiii) A With respect to each Loan Party, and subject to the Due Authorization Limitation Provision, IOS and each IOS Guarantor, a certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified 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 the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion Written opinions of counsel for the each Loan PartiesParty, IOS and each IOS Guarantor, dated the Closing Date Date, each in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and the Lenders; provided that the delivery of the opinions to be delivered with respect to IOS and each IOS Guarantor shall be subject to the Due Authorization Limitation Provision; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vi) A Lien search in acceptable scope and with acceptable results; (vii) All material consents required to effectuate the transactions contemplated hereby and by the Acquisition Documents; (viii) The following shall be accurate in all material respects (or, if qualified by materiality, in all respects) with additional insuredrespect to IOS and each IOS Guarantor (a) the Specified Merger Agreement Representations and (b) the Specified Representations; (ix) Projected consolidated financial statements of the Company and its Subsidiaries consisting of consolidated balance sheets, mortgagee statements of operations and lender loss payable special endorsements attached thereto cash flows, from the fiscal year ending December 31, 2015 through the fiscal year ending December 31, 2019, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Agent; (viix) 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 a Senior Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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.Company; (xi) Evidence that the Existing Credit Agreement shall have been amended and restated 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; (xii) Satisfactory completion of third-party due diligence, including all environmental due diligence, initiated by the Borrowers as it relates to the transactions contemplated hereby; (xiii) Receipt of a certified copy of the duly executed Merger Agreement and any related acquisition or merger documents (together with the Merger Agreement, the “Acquisition Documents”) reasonably acceptable to the Administrative Agent and its counsel (including all amendments, supplements, schedules and exhibits thereto), and such Acquisition Documents shall be in full force and effect; and the IOS Transaction shall be consummated pursuant to such Acquisition Documents substantially concurrently with the making of the initial Loans hereunder without giving effect to any amendments, consents or waivers by the Loan Parties; (xiv) Receipt of IOS’s Quality of Earnings report, in form and substance satisfactory to the Administrative Agent and its counsel as to Agent; (xv) Satisfactory review of the amount and nature of all Taxtax, ERISA, employee retirement benefit and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject.; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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. (xivxvi) 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 At the Closing DateClosing: (a) Seller will deliver, or cause to be delivered, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared the Assignment of Membership Interests duly executed by ▇▇▇▇▇▇; (ii) the officer’s certificate described in Section 6.7; (iii) a Form W-9 properly completed by Seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (iv) the resignations of all directors and officers of the last Sale Entities that are not Business Day Employees; (v) a certificate of good standing or the equivalent of recent date for each of the month immediately preceding Sale Entities from their respective jurisdictions of organization; (vi) all minute books, membership interest transfer ledgers (if any), and seal (if any) of each Sale Entity in the possession of any of the Sale Entities, Seller, or any of their respective Affiliates; (vii) two copies of a USB containing all documents posted in the virtual data room hosted by Intralinks under “Project Genoa” at any time up to, and including, the Closing Date, showing total unused availability under and a true, complete and correct index thereof; (viii) original copies, or if unavailable copies, of each guarantee, bond, letter of credit and other financial assurance in favor of the Revolving Credit CommitmentsSale Entities that is outstanding as of the Closing; (ix) the Transition Services Agreement, after giving effect to duly executed by Seller; and (x) the Loans Trademark Assignment, duly executed by ▇▇▇▇▇▇. (b) Buyer will deliver, or cause to be made on delivered, the following to Seller: (i) the Base Purchase Price required by Section 2.1(b) of this Agreement, plus the Estimated Closing Date and consummation of Payment Amount and, if applicable, the transactions contemplated hereby.Support Obligation Payment; (ii) A certificate the Assignment of each of the Loan Parties signed Membership Interests, duly executed by an Authorized Officer, dated the Closing Date stating that: (a) 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; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.▇▇▇▇▇; (iii) A the officer’s certificate dated the Closing Date and signed by 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 described in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.Section 7.5; (iv) This Agreement and each reasonable evidence of the other Loan Documents signed by an Authorized Officer replacement, termination and release or provision of back-to-back guarantees for all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Support Obligations, in each case, in accordance with Section 5.8(c); and (v) A written opinion of counsel for the Loan PartiesTransition Services Agreement, dated the Closing Date and as to the matters set forth in Schedule 6.1.1duly executed by ▇▇▇▇▇. (vi) Evidence that adequate insurance 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: (a) that the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) , no Event of Default or Potential Default exists; , no litigation which is material adverse to the Borrower and (d) its Subsidiaries, taken as a whole, exists and no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance 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 effect in form and substance satisfactory to the Administrative Agent and its counsel naming counsel; (vi) The Borrower shall have terminated the Administrative Agent commitments, and paid in full all Indebtedness, interest, fees and other amounts outstanding, under the $130,000,000 Credit Agreement dated as additional insuredof March 8, mortgagee 2005, among the Borrower, the lenders parties thereto and lender loss payee.Citibank, N.A., as agent for such lenders, and each of the lenders that is a party to such Credit Agreement hereby waives, upon execution of this Agreement, the three Business Days notice required by Section 2.04 of such Credit Agreement relating to the termination of commitments thereunder; (vii) 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.Lien search in acceptable scope and with acceptable results; (viii) Evidence that (a) All material consents, approvals and licenses required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations transactions contemplated hereby have been paid and (c) all Liens securing such Existing Credit Obligations have been released.obtained; (ix) All fees The projected financial projections (including balance sheets, statements of operations and expenses cash flows) of the Lenders and Borrower for the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.2009 through 2012 fiscal years; (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is has a sufficient mine bonding capacity to conduct its operations as projected in an amount in excess accordance with the financial projections of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory provided to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; and (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. (xivxi) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On At the Closing DateClosing: (a) Seller will deliver, or cause to be delivered, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared certificates evidencing the certificated Shares, if such Shares are certificated, accompanied by the Stock Power duly executed by Seller; (ii) the officer’s certificate described in Section 6.7; (iii) a Form W-9 properly completed by Seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (iv) the resignations of all directors and officers of the last Sale Entities that are not Business Day Employees; (v) a certificate of good standing or the equivalent of recent date for each of the month immediately preceding Sale Entities from their respective jurisdictions of organization; (vi) all minute books, membership interest transfer ledgers (if any), and seal (if any) of each Sale Entity in the possession of any of the Sale Entities, Seller, or any of their respective Affiliates; (vii) two copies of a USB containing all documents posted in the virtual data room hosted by Intralinks under “Project Genoa” at any time up to, and including, the Closing Date, showing total unused availability under and a true, complete and correct index thereof; (viii) original copies, or if unavailable copies, of each guarantee, bond, letter of credit and other financial assurance in favor of the Revolving Credit CommitmentsSale Entities that is outstanding as of the Closing; (ix) the Transition Services Agreement, after giving effect to duly executed by Seller; and (x) the Loans Trademark Assignment, duly executed by ▇▇▇▇▇▇. (b) Buyer will deliver, or cause to be made on delivered, the following to Seller: (i) the Base Purchase Price required by Section 2.1(b) of this Agreement, plus the Estimated Closing Date and consummation of Payment Amount and, if applicable, the transactions contemplated hereby.Support Obligation Payment; (ii) A the officer’s certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct described in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Section 7.5; (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each reasonable evidence of the Loan Partiesreplacement, certifying as appropriate as termination and release or provision of back-to: (a) -back guarantees for all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party Support Obligations, in each state where organized or qualified to do business.case, in accordance with Section 5.8(c); and (iv) This Agreement and each of the other Loan Documents signed Transition Services Agreement, duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral▇▇▇▇▇. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the 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 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. (vii) 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. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all 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 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 substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 an Authorized Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder 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; , (c) no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified organized, and also in the states where the failure to do business.qualify would, in the Borrower’s reasonable judgment, cause a Material Adverse Effect; (iviii) 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.; (iv) The closing of the transactions contemplated under the Acquisition Documents; (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (vi) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel in their reasonable discretion naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (vii) 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.; (viii) 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; (ix) Evidence that (a) the obligations under the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid amended and (c) restated in accordance with the terms of this Agreement, and all Liens securing such Existing Credit Obligations outstanding loans have been released. (ix) All fees and expenses of reallocated to the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.accordance with their respective Ratable Share; (x) Certification that no claim, litigation, suit or other proceeding has been made A Lien search 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.acceptable scope and with acceptable results; (xi) Evidence Projections of the Borrower and its Subsidiaries through 2013, in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Agent; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 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 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 an Authorized Officer, dated the Closing Date stating that: that (ax) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (b) the Loan Parties are or in compliance all respects with each of the covenants regard to representations and conditions hereunder; warranties qualified by materiality), (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.December 31, 2023; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified (if obtainable by 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 the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer of each Loan Party thereto and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of Freshfields US LLP, as counsel for the Loan PartiesParties party, dated the Closing Date Date, in form and as substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee 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, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateDate for which financial statements are available, signed by an Authorized Officer of the Borrower., demonstrating on a pro forma basis (a) compliance with the financial covenants herein (assuming for purposes of the Secured Debt Net Leverage Ratio that the Loans borrowed on the Closing Date were borrowed on the last day of such fiscal quarter); (vii) Unaudited financial statements of the Borrower for the period ended June 30, 2024, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year; (viii) Evidence that (a) Receipt of and satisfaction by the Existing Credit Agreement has been terminatedLenders with the annual budget of the Borrower for fiscal year 2024, (b) together with all Existing Credit Obligations have been paid and (c) all Liens securing assumptions used in preparing such Existing Credit Obligations have been released.budget; (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 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 substance satisfactory to the The Administrative Agent and its counsel as to shall have received the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which annual financial projections for the Borrower and its consolidated Subsidiaries may be subject. for the years 2024 through 2028 (xii) Financial projections including the assumptions used in preparing such projections), in form and substance reasonably satisfactory acceptable to the Administrative Agent for Agent; (x) All material consents required to effectuate the period beginning January 1transactions contemplated hereby, 2009 if any; (xi) [Reserved]; (xii) L▇▇▇, tax and ending on judgment searches in acceptable scope and with results reasonably acceptable to the Expiration Date.Administrative Agent; (xiii) An executed Landlord’s Waiver in substantially Certificate of Beneficial Ownership (to the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location extent required under applicable Law) and such other documentation and other information requested in connection with applicable “know-your-customer” and anti-money laundering rules and regulations, including the Security Agreement.USA Patriot Act; and (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 satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate 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 Borrower signed by an Authorized Officer, dated the Closing Date stating that: (a) that the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) , no Event of Default or Potential Default exists; , no litigation which is materially adverse to the Borrower and (d) its Subsidiaries, taken as a whole, exists, no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent., and the Borrower is Solvent; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) 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.Officer; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance 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 effect in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.counsel; (viivi) A duly completed Compliance Certificate dated 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.the Borrower which includes reasonably satisfactory evidence of pro forma compliance with the Debt/EBITDA Ratio and Consolidated Interest Coverage Ratio as of June 30, 2017; (vii) A Lien search in acceptable scope and with acceptable results; (viii) Evidence that (a) All material consents, approvals and licenses required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations transactions contemplated hereby have been paid and (c) all Liens securing such Existing Credit Obligations have been released.obtained; (ix) All fees The projected financial projections (including balance sheets, statements of operations and expenses cash flows) of the Lenders and Borrower for the Agent required 2017 through 2021 fiscal years, it being understood that such projections are not to be paid by the Loan Partiesviewed as facts, including, without limitation, those fees set forth in the Administrative Agent’s Letter.actual results may vary from such projections and such variations may be material; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion The consolidated and consolidating audited year-end financial statements for and as of the Borrower is in an amount in excess three (3) fiscal years ended December 31, 2016 of $2,000,000 other than as previously disclosed to the Administrative Agent.Borrower, together with (i) unaudited interim financial statements for the most recently ended fiscal quarter and a comparison against the current year-to-date financial statements and (ii) copies of the unqualified reports of independent certified public accounts that conducted such annual audits; (xi) Evidence in form and substance satisfactory that after giving effect to the Administrative Agent and transactions contemplated by the Loan Documents, the Borrower has a sufficient mine bonding capacity to conduct its counsel operations as to projected in accordance with the amount and nature financial projections of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.provided to the Administrative Agent; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration 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 said counsel may reasonably request.

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 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 an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by 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 in connection with this Agreement and the other Loan Documents; (b) the names of the 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 certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) 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, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance 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) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior 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 Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the “Lessor Consents”). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) 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 Liens securing 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, 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 Existing Credit Obligations have been releasedtermination 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) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed 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 Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An 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 and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for 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 period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form 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 Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.