Common use of Funding Date Clause in Contracts

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make their respective Term Loans hereunder and such Borrowings, are subject to the availability satisfaction (or waiver by the Administrative Agent) of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person):precedent: (a) The Administrative Agent Acquisition shall have received from each party hereto or thereto either a counterpart been consummated in all material respects in accordance with the terms of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requestedPurchase Agreement. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Specified Purchase Agreement are Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they Specified Representations shall be true and correct in all material respects (except that in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto material respects as of the Escrow Date in form and substance reasonably satisfactory to respective date or for the Administrative Agent and the Lendersrespective period, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same case may have been updated pursuant to this Section 5.01(b)(xiibe). (c) (i) The Collateral After giving effect to the application of the proceeds of the Term B-1 Term Loans and Guarantee Requirement the Incremental B-2 Term Loans, the Target and its subsidiaries shall have been satisfied (provided thatoutstanding no third-party indebtedness for borrowed money, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required other than indebtedness permitted to be accomplished in accordance with Section 7.02(q)) and (ii) the outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence that of repayment of all steps indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateralmade). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received evidence that all fees (including the insurance required Funding Fees) and other amounts due and payable by Section 7.02(e) is in effectany Loan Party on or prior to the Funding Date, together with endorsements naming the Administrative Agentincluding, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under Section 7.02(e)the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, no factthe Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), event taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or circumstance has occurred that has had or could reasonably be expected to havefinancial position, either except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. . For purposes of this clause (f) The Administrative Agent e), “Company Material Adverse Effect” shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, meaning set forth in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)Purchase Agreement.

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility Issuing Banks to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.02): (a) Each Lender, as applicable, shall have received from the Borrower any promissory notes requested pursuant to, and in accordance with, Section 2.10(e). (b) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or favorable written evidence satisfactory to the Administrative Agent opinion (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory addressed to the Administrative Agent and the Lenders: (iLenders and dated the Funding Date) a certificateof Xxxxxxxxxx & Xxxxx LLP, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of counsel for the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that covering such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse matters relating to the Lenders Borrower, this Agreement or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules Transactions as the same may have been updated pursuant Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to this Section 5.01(b)(xii)deliver such opinion. (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received such supplemental documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Conversion, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests Administrative Agent and other physical, pledged collateral)its counsel. (d) The Administrative Agent shall have received evidence that a certificate, dated the insurance required Funding Date and signed by Section 7.02(e) is in effectthe President, together with endorsements naming the Administrative Agent, for the benefit a Vice President or a Financial Officer of the LendersBorrower, Issuing Banks confirming compliance with the conditions set forth in paragraphs (a) and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under (b) of Section 7.02(e)4.03. (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan PartiesAgent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers each Arranger shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and feesDate, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (g) The Borrower shall provide evidence satisfactory to the Administrative Agent that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby shall have been obtained and be in full force and effect. (h) The Lenders shall have received unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to December 31, 2010 as to which such financial statements are available. (i) The commitments in respect of the Short-Term Loan shall have been terminated and all principal, interest, fees and other amounts accrued or outstanding in respect of the Short-Term Loan shall have been paid in full by the Borrower (or substantially contemporaneously with the initial Loans on the Funding Date shall be repaid in full) and the Borrower shall have no outstanding Indebtedness other than Indebtedness permitted under Section 6.01. (j) The Lenders shall have received a solvency certificate from the chief financial officer of the Borrower dated as of the Funding Date and substantially in the form annexed as Exhibit G. (k) The representation in Section 3.05(b) shall be accurate. (l) The Spin-Off shall have been consummated substantially as described in the Borrower’s Amendment No. 3 to SEC Form 10, filed August 11, 2011, as hereafter amended in a manner deemed by the Administrative Agent and the Active Arrangers in their reasonable discretion to not be materially adverse to the interests of the Lenders (the “Form 10”) without waiver of the tax-related conditions or any other condition thereto described in the Form 10 and deemed material by the Administrative Agent and the Active Arrangers and the organizational structure of the Borrower after the Spin-Off, as well as its balance sheet, capitalization, financial condition and operations shall be on the Funding Date substantially as described in the Form 10. (m) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by the chief financial officer or Treasurer of the Borrower, setting forth reasonably detailed computations evidencing compliance with the Leverage Ratio and the Interest Coverage Ratio as of the Funding Date giving pro-forma effect to the consummation of the borrowings and repayment of indebtedness by the Borrower to occur on the Funding Date. (n) The Borrower shall have delivered the duly executed Affirmation to the Administrative Agent dated as of the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 15, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder conditions precedent set forth in Sections 5.01 through 5.21 shall have been satisfied, and the availability of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur shall have occurred, on or prior to July 10, 2015, this Agreement and the Commitments Funding Termination Date. In determining the satisfaction of the Lenders conditions specified in this Section 5, (x) to the extent any item is required to be satisfactory to any Lender, such item shall automatically terminate without any further action by the Borrower, be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any other person): (a) The Administrative Agent shall Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have received from a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to Lender which has not notified the Administrative Agent (which may include facsimile or electronic transmission in writing prior to the occurrence of a signed signature page the Funding Date of such party) that fact, condition or event shall be deemed not to be aware of any such party has signed a counterpart of this Agreement and each other Loan Document to which it is a partyfact, including, without limitation, condition or event on the Collateral Agreement and such other Loan Documents as Funding Date. Upon the Administrative Agent or its counsel may Agent’s good faith determination that the conditions specified in this Section 5 have reasonably requested. been met (b) The Borrower has furnished after giving effect to the Administrative Agent preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory Borrowers to the Administrative Agent and each of the Lenders: (i) a certificateLenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in form and substance satisfactory this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent signed by an Authorized Officer of at the Borrower, certifying that all of Notice Office for the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary account of each of the Loan PartiesLenders and, of its By-Laws and of its Board of Directors’ (except for the Notes, in sufficient counterparts or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of copies for each of the Loan Parties, which shall identify by name Lenders and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility L/C Issuers to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions is has been satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.08): (a) The Effective Date shall have occurred. (b) The final terms of the Spin-Off Documents shall be consistent in all material respects with the description thereof in the Registration Statement on file with the SEC as of the Effective Date, other than modifications, amendments, waivers or consents thereto that (i) are not materially adverse to the Lead Arrangers or the Lenders in their capacities as such or (ii) are consented to by the Lead Arrangers and the Required Lenders. (c) Since December 31, 2020, there shall not have occurred any fact, event, change, condition, occurrence or circumstance that, individually or in the aggregate, has, or would reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and each other Loan Party a duly executed counterpart of the Collateral Agreement signed on behalf of such party. (e) Subject to Section 5.18, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. All documents required to perfect or evidence the Collateral Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) will have been executed and/or delivered and, to the extent applicable, be in proper form for filing (including UCC and other lien searches, intellectual property searches and insurance certificates). (f) The Administrative Agent shall have received from each party hereto satisfactory results of a recent search of all effective UCC financing statements (or thereto either a counterpart equivalent filings) made with respect to any personal property of this Agreement and each other any Loan Document signed Party in the appropriate jurisdictions. (g) The Administrative Agent shall have received, on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitationitself, the Collateral Agreement and such other Loan Documents as Agent, the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent L/C Issuers and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 Lenders on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the customary written opinion of Administrative Agent(i) Xxxxxxxxx LLP, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of special counsel for the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar bodyii) resolutions authorizing the execution of Xxxxxx, Xxxxxxx, Xxxxx & Xxxxxxxxx, P.L.C., Michigan counsel for the Loan Documents entered into by it; Parties and (xiii) an incumbency certificateXxxxxxx & Xxx, executed by the Secretary or Assistant Secretary of each of Pennsylvania counsel for the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunderin each case, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and dated the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii)Funding Date. (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (fh) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect following: (i) certificate as to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). good standing (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by such concept or a similar concept exists under the Lenders at least ten laws of such jurisdiction) of each such Loan Party (10) Business Days prior including a bringdown certificate as to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account good standing of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the ArrangersBorrower), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).;

Funding Date. The obligations (iii) no Incremental Term Loan shall mature earlier than the Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Lenders to make their respective Term Facility, (iv) each Incremental Term Loan shall rank pari passu or junior in right of payment, prepayment and/or voting with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans hereunder and (unless agreed to be paid after the availability of Term Loans by the Revolving Lenders providing such Incremental Term Loans), (v) any Incremental Term Loan secured on a junior lien basis to the Term Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior be subject to July 10customary second lien, 2015 (it being understood prepayment, standstill and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have provisions reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory acceptable to the Administrative Agent and the Lenders: Borrower), (ivi) no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is secured shall be secured by any assets other than Collateral, (vii) other than as expressly provided in this Section 2.16, any Incremental Term Loan shall be on terms and conditions substantially identical to, or (taken as a certificate, in form and substance satisfactory whole) not materially more favorable (as reasonably determined by the Borrower) to the Administrative Agent signed by an Authorized Officer lenders providing such Incremental Term Loan than those applicable to the Term Facility (except for covenants or other provisions applicable only to periods after the Maturity Date, closing date conditions, fees, interest rate and other economic terms) and (viiviii) any Incremental Increase of the Borrower, certifying that all of Revolving Credit Facility or the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” Term Facility shall be true on terms identical to and correct in all respects) on and as of the Funding Date, except pursuant to the extent that such representations and warranties specifically refer documentation applicable to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” the Revolving Credit Facility or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; Facility, as applicable (iiother than with respect to closing date conditions, fees for such Incremental Increase and other terms meant to implement such Incremental Increase). Incremental Facilities may be (but shall not be required to be) a duly executed Borrowing/Election Notice signed provided by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive)any existing Lender, in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the Funding Date Borrower and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting ; provided that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on to offer or accept commitments from existing Lenders for any Incremental Facility. At the Funding Date, and shall not be a condition time of sending the notice referred to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral foregoing sentence, the Borrower (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together consultation with endorsements naming the Administrative Agent, for ) shall specify the benefit time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder delivery of such notice to the extent required under Section 7.02(eAppropriate Lenders). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).,

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility L/C Issuers to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions is has been satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.08): (a) The Effective Date shall have occurred. (b) The final terms of the Spin-Off Documents shall be consistent in all material respects with the description thereof in the Registration Statement on file with the SEC as of the Effective Date, other than modifications, amendments, waivers or consents thereto that (i) are not materially adverse to the Lead Arrangers or the Lenders in their capacities as such or (ii) are consented to by the Lead Arrangers and the Required Lenders. (c) Since December 31, 2020, there shall not have occurred any fact, event, change, condition, occurrence or circumstance that, individually or in the aggregate, has, or would reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and each other Loan Party a duly executed counterpart of the Collateral Agreement signed on behalf of such party. (e) Subject to Section 5.18, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. All documents required to perfect or evidence the Collateral Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) will have been executed and/or delivered and, to the extent applicable, be in proper form for filing (including UCC and other lien searches, intellectual property searches and insurance certificates). (f) The Administrative Agent shall have received from each party hereto satisfactory results of a recent search of all effective UCC financing statements (or thereto either a counterpart equivalent filings) made with respect to any personal property of this Agreement and each other any Loan Document signed Party in the appropriate jurisdictions. (g) The Administrative Agent shall have received, on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitationitself, the Collateral Agreement and such other Loan Documents as Agent, the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent L/C Issuers and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 Lenders on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the customary written opinion of Administrative Agent(i) Xxxxxxxxx LLP, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of special counsel for the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar bodyii) resolutions authorizing the execution of Xxxxxx, Xxxxxxx, Xxxxx & Xxxxxxxxx, P.L.C., Michigan counsel for the Loan Documents entered into by it; Parties and (xiii) an incumbency certificateXxxxxxx & Xxx, executed by the Secretary or Assistant Secretary of each of Pennsylvania counsel for the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunderin each case, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and dated the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii)Funding Date. (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (fh) The Administrative Agent shall have received the results following: (i) certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party (including a bringdown certificate as to the good standing of the Borrower); (ii) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Guarantor, (A) in the case of a corporation, certified as of a recent Lien date by the Secretary of State (or other similar official) and judgment search a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Guarantor as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Guarantor; (iii) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each Guarantor, in each relevant jurisdiction case dated the Funding Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Guarantor as in effect on the Funding Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Guarantor (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Funding Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Guarantor has not been amended since the date of the last amendment thereto disclosed pursuant to clause (ii) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Guarantor; (iv) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, of the Borrower, dated the Funding Date, and certifying that there have been no material changes to the documents delivered pursuant to Section 4.01(e)(i) (other than any such changes made in connection with the Spin-Off as reflected in any amendments or modifications to such documents that are attached to such certificate) and Section 4.01(e)(ii) with respect to the Loan PartiesBorrower, and such search shall reveal no Liens on any of in each case, since the assets of the Loan Parties except for Liens permitted under Effective Date; and (v) a Borrowing Request as required by Section 7.03(b)2.03. (gi) The Administrative Agent shall have received all documentation a solvency certificate substantially in the form of Exhibit D and other information reasonably requested signed by each Lender that is required for compliance with the Patriot Act chief financial officer or other “know your customer” another Responsible Officer of the Borrower confirming the solvency of the Borrower and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior its Restricted Subsidiaries on a consolidated basis after giving effect to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date)Transactions. (hj) The Administrative Agent (for the benefit of itself Agents and the other parties entitled thereto) and the Lead Arrangers shall have received all fees and other amounts previously agreed in writing by the Administrative Agent, the Lead Arrangers, the other Agents and the Borrower to be due and payable on or prior to the Funding Date (including fees for the account of the Lenders and feesDate, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoicedinvoiced to the Borrower at least three (3) Business Days prior to the Funding Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (k) On the Funding Date, after giving pro forma effect to the Transactions, the Borrower hereundershall have unused Revolving Commitments under the Revolving Facility of not less than $400,000,000. (l) All Governmental Authority and third party approvals and all equity holder and board of directors (or comparable entity management body) authorizations in connection with the Transactions contemplated to occur on the Funding Date shall have been obtained and be in full force and effect, or will be obtained substantially concurrently with the occurrence of the Funding Date. (m) The Borrower shall be in compliance with the Financial Performance Covenants on the Funding Date after giving pro forma effect to the Transactions. (n) The Specified Representations shall be true and correct in all material respects on the Funding Date (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all material respects as of such earlier date); provided, that, any such Specified Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects. (o) After giving effect to the Transactions on the Funding Date, no Default or Event of Default shall have occurred and be continuing. (p) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness under this Agreement, (ii) the Senior Notes and (iii) other Indebtedness permitted by Section 6.01. (q) The Senior Notes shall have been issued with a gross aggregate principal amount of no less than $2,100,000,000. (r) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (c), (m), (n), (o), (p) and (s) of this Section 4.02. (s) The Spin-Off Date shall be scheduled to occur on or before the Spin-Off Deadline, and the Spin-Off Payments shall have been made, or shall be scheduled to be made, prior to the Spin-Off Deadline (but in any event, no later than the Spin-Off Date). (t) At least five (5) Business Days prior to the Funding Date, the Administrative Agent, the Lead Arrangers and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent (on its own behalf or on behalf of any Lead Arranger or Lender) at least ten (10) Business Days in advance of the Funding Date. (u) To the extent any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Funding Date, each Lender that has requested in a written notice to the Borrower at least ten (10) days prior to the Funding Date, shall have received a Beneficial Ownership Certification in the relation to such Guarantor. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with the Credit Documentation) on or prior to 5:00 p.m., New York City time on June 24, 2021 (and, in the event such conditions are not so satisfied or waived, the Credit Documentation and the Commitments shall terminate at such time).

Funding Date. The obligations Each 2016 New Term Lender shall disburse the 2016 New Term Loan to be made by it pursuant to Section 2 of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility shall become effective this Amendment on the first date on which (the “2016 New Term Loan Amendment Funding Date”) when each of the following conditions is satisfied shall have been satisfied: (or waived in accordance with Section 9.03a) which date the Lead Arrangers shall occur prior to July 10, 2015 (it being understood have received all fees and agreed that to the extent the Funding Date does not occur other amounts due and payable on or prior to July 10such date including: (i) fees, 2015disbursements and charges of counsel to the Lead Arrangers under Section 10.07 of the Amended Credit Agreement, this Agreement including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder and (ii) all fees due and payable to Lead Arrangers on such date in connection with the 2016 New Term Loans and the Commitments agreements of the 2016 New Term Lenders shall automatically terminate without any further action by and the Borrower, the Administrative Agent or any other person): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested.Lead Arrangers hereunder; (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the 2016 New Term Loan Amendment Funding Date, except to (i) the extent that such representations and warranties specifically refer to an earlier date, in which case they Specified Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and (ii) there shall exist no Default or Unmatured Default Default; (i) the representations made by or with respect to the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the 2016 New Term Lenders (in their capacities as such) (but only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement) (such representations, the “Acquisition Agreement Representations”) shall be true and correct and (ii) there shall not have occurred and is continuing or would result from the Advance date of the Term Loans Acquisition Agreement any event or development that has had or is reasonably expect to have a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof); (d) the Administrative Agent shall have received: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that (A) the Acquisition constitutes a Limited Condition Acquisition and (B) the conditions set forth in clauses (b) and (c) of this Section 9 have been satisfied on and as of the 2016 New Term Loan Amendment Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower.; (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank Agent and the 2016 New Term Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ixv) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (xvi) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents this Amendment and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the 2016 New Term Lenders shall be entitled to rely until informed of any change in writing by the Borrower;; and (xivii) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin TransactionAcquisition, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (iie) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information with respect to the Target reasonably requested by each Lender the 2016 New Term Lenders that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the 2016 New Term Loan Amendment Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the 2016 New Term Loan Amendment Funding Date).; (f) the Acquisition shall be consummated simultaneously with the borrowing of the 2016 New Term Loans in accordance with applicable law and on the terms in the Acquisition Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the interest of the 2016 New Term Lenders without the prior written consent of the Lead Arrangers (it being understood that any change in the purchase consideration of less than five percent (5%) in respect of the Acquisition will be deemed not to be materially adverse to the interests of the 2016 New Term Lender)); (g) on the 2016 New Term Loan Amendment Funding Date, after giving effect to the consummation of the Acquisition and the funding of the 2016 New Term Loan, neither the Borrower nor any of its Subsidiaries shall have any indebtedness for borrowed money other than the Indebtedness that is permitted to remain outstanding under the Amended Credit Agreement, and the Administrative Agent shall have received reasonably satisfactory evidence of repayment of the indebtedness outstanding under (i) the Combination Loan and Security Agreement, dated as of May 9, 2014, among American Covers, Inc. and Xxxxx Fargo Equipment Finance, Inc., and (ii) the Amend and Restated Credit Agreement (First Lien), dated as of September 1, 2015, among American Covers, Inc., Madison Capital Funding LLC, as Agent, and the other lenders parties thereto, and (iii) the Amend and Restated Credit Agreement (Second Lien), dated as of September 1, 2015, among American Covers, Inc., LBC Credit Partners III, L.P., as Agent, and the other lenders parties thereto, and the discharge (or the making of arrangements for discharge) of all liens securing any assets or property of the Borrower and its Subsidiaries other than Liens permitted to remain outstanding under the Amended Credit Agreement; and (h) The Administrative Agent (for the benefit conditions set forth in Section 5.02 of itself the Credit Agreement shall be satisfied on and as of the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or 2016 New Term Loan Amendment Funding Date, both immediately prior to and immediately after giving effect to the Funding Date transactions contemplated by this Amendment (including fees for subject to the account proviso of Section 2.05(b)(i)(1) of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such timeCredit Agreement).

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility shall not become effective on until the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.02): (a) Each Lender, as applicable, shall have received from the Borrower any promissory notes requested pursuant to, and in accordance with, Section 2.10(e). (b) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or favorable written evidence satisfactory to the Administrative Agent opinion (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory addressed to the Administrative Agent and the Lenders: (i) a certificate, in form Lenders and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of dated the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that counsel for the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in which opinion may be from an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusivein-house counsel), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that covering such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse matters relating to the Lenders Borrower, this Agreement or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules Transactions as the same may have been updated pursuant Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to this Section 5.01(b)(xii)deliver such opinion. (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received such supplemental documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests Administrative Agent and other physical, pledged collateral)its counsel. (d) The Administrative Agent shall have received evidence that a certificate, dated the insurance required Funding Date and signed by Section 7.02(e) is in effectthe President, together with endorsements naming the Administrative Agent, for the benefit a Vice President or a Financial Officer of the LendersBorrower, Issuing Banks confirming that (i) all representations and Swing Line Lenderwarranties of the Credit Parties set forth in the Credit Documents are true and correct on and as of the Funding Date and (ii) on the Funding Date and immediately after giving effect to any Borrowing on the Funding Date, as additional insured no Default shall have occurred and loss payee thereunder to the extent required under Section 7.02(e)be continuing. (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan PartiesAgent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers each Arranger shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and feesDate, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (g) The Borrower shall provide evidence satisfactory to the Administrative Agent that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby shall have been obtained and be in full force and effect. (h) With respect to the Borrower and its Subsidiaries (including the Target and its Subsidiaries), the Lenders shall have received projections in form and substance satisfactory to the Lenders for the period through the Revolving Maturity Date. (i) The Lenders shall have received a solvency certificate from the chief financial officer of the Borrower dated as of the Funding Date and substantially in the form annexed as Exhibit F. (j) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of the Borrower, setting forth reasonably detailed computations evidencing compliance with the Leverage Ratio and the Interest Coverage Ratio as of the Funding Date giving pro-forma effect to the consummation of any borrowings made on the Funding Date. (k) The Borrower shall have consummated (or shall substantially contemporaneously consummate) the Acquisition. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on September 30, 2015 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and the availability of the Revolving Facility L/C Issuers to issue Letters of Credit hereunder shall not become effective on until the first date on which each of the following conditions is has been satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.08): (a) The Effective Date shall have occurred. (b) The final terms of the Spin-Off Documents shall be consistent in all material respects with the description thereof in the Registration Statement on file with the SEC as of the Effective Date, other than modifications, amendments, waivers or consents thereto that (i) are not materially adverse to the Lead Arrangers or the Lenders in their capacities as such or (ii) are consented to by the Lead Arrangers and the Required Lenders. (c) Since December 31, 2020, there shall not have occurred any fact, event, change, condition, occurrence or circumstance that, individually or in the aggregate, has, or would reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent (or its counsel) shall have received from the Borrower and each other Loan Party a duly executed counterpart of the Collateral Agreement signed on behalf of such party. (e) Subject to Section 5.18, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. All documents required to perfect or evidence the Collateral Agent’s first priority security interest in and liens on the Collateral (including, without limitation, all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable) will have been executed and/or delivered and, to the extent applicable, be in proper form for filing (including UCC and other lien searches, intellectual property searches and insurance certificates). (f) The Administrative Agent shall have received from each party hereto satisfactory results of a recent search of all effective UCC financing statements (or thereto either a counterpart equivalent filings) made with respect to any personal property of this Agreement and each other any Loan Document signed Party in the appropriate jurisdictions. (g) The Administrative Agent shall have received, on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitationitself, the Collateral Agreement and such other Loan Documents as Agent, the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent L/C Issuers and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 Lenders on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the customary written opinion of Administrative Agent(i) Xxxxxxxxx LLP, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of special counsel for the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar bodyii) resolutions authorizing the execution of Miller, Johnson, Xxxxx & Xxxxxxxxx, P.L.C., Michigan counsel for the Loan Documents entered into by it; Parties and (xiii) an incumbency certificateXxxxxxx & Xxx, executed by the Secretary or Assistant Secretary of each of Pennsylvania counsel for the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunderin each case, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and dated the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii)Funding Date. (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (fh) The Administrative Agent shall have received the results following: (i) certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party (including a bringdown certificate as to the good standing of the Borrower); (ii) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Guarantor, (A) in the case of a corporation, certified as of a recent Lien date by the Secretary of State (or other similar official) and judgment search a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Guarantor as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Guarantor; (iii) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each Guarantor, in each relevant jurisdiction case dated the Funding Date and certifying: (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Guarantor as in effect on the Funding Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Guarantor (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Funding Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Guarantor has not been amended since the date of the last amendment thereto disclosed pursuant to clause (ii) above, and (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Guarantor; (iv) a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, of the Borrower, dated the Funding Date, and certifying that there have been no material changes to the documents delivered pursuant to Section 4.01(e)(i) (other than any such changes made in connection with the Spin-Off as reflected in any amendments or modifications to such documents that are attached to such certificate) and Section 4.01(e)(ii) with respect to the Loan PartiesBorrower, and such search shall reveal no Liens on any of in each case, since the assets of the Loan Parties except for Liens permitted under Effective Date; and (v) a Borrowing Request as required by Section 7.03(b)2.03. (gi) The Administrative Agent shall have received all documentation a solvency certificate substantially in the form of Exhibit D and other information reasonably requested signed by each Lender that is required for compliance with the Patriot Act chief financial officer or other “know your customer” another Responsible Officer of the Borrower confirming the solvency of the Borrower and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior its Restricted Subsidiaries on a consolidated basis after giving effect to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date)Transactions. (hj) The Administrative Agent (for the benefit of itself Agents and the other parties entitled thereto) and the Lead Arrangers shall have received all fees and other amounts previously agreed in writing by the Administrative Agent, the Lead Arrangers, the other Agents and the Borrower to be due and payable on or prior to the Funding Date (including fees for the account of the Lenders and feesDate, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoicedinvoiced to the Borrower at least three (3) Business Days prior to the Funding Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (k) On the Funding Date, after giving pro forma effect to the Transactions, the Borrower hereundershall have unused Revolving Commitments under the Revolving Facility of not less than $400,000,000. (l) All Governmental Authority and third party approvals and all equity holder and board of directors (or comparable entity management body) authorizations in connection with the Transactions contemplated to occur on the Funding Date shall have been obtained and be in full force and effect, or will be obtained substantially concurrently with the occurrence of the Funding Date. (m) The Borrower shall be in compliance with the Financial Performance Covenants on the Funding Date after giving pro forma effect to the Transactions. (n) The Specified Representations shall be true and correct in all material respects on the Funding Date (unless such representations relate to an earlier date, in which case, such representations shall have been true and correct in all material respects as of such earlier date); provided, that, any such Specified Representations which are qualified by materiality, material adverse effect or similar language shall be true and correct in all respects. (o) After giving effect to the Transactions on the Funding Date, no Default or Event of Default shall have occurred and be continuing. (p) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness under this Agreement, (ii) the Senior Notes and (iii) other Indebtedness permitted by Section 6.01. (q) The Senior Notes shall have been issued with a gross aggregate principal amount of no less than $2,100,000,000. (r) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (c), (m), (n), (o), (p) and (s) of this Section 4.02. (s) The Spin-Off Date shall be scheduled to occur on or before the Spin-Off Deadline, and the Spin-Off Payments shall have been made, or shall be scheduled to be made, prior to the Spin-Off Deadline (but in any event, no later than the Spin-Off Date). (t) At least five (5) Business Days prior to the Funding Date, the Administrative Agent, the Lead Arrangers and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent (on its own behalf or on behalf of any Lead Arranger or Lender) at least ten (10) Business Days in advance of the Funding Date. (u) To the extent any Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Funding Date, each Lender that has requested in a written notice to the Borrower at least ten (10) days prior to the Funding Date, shall have received a Beneficial Ownership Certification in the relation to such Guarantor. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in accordance with the Credit Documentation) on or prior to 5:00 p.m., New York City time on June 24, 2021 (and, in the event such conditions are not so satisfied or waived, the Credit Documentation and the Commitments shall terminate at such time).

Funding Date. The obligations date and time of the Lenders to make their respective Term Loans hereunder issuance and sale of the Preferred Shares and the availability Warrants (the "Funding Date") shall be the date hereof or such other date as shall be mutually agreed upon in writing. The issuance and sale of the Revolving Facility Preferred Shares and the Warrants shall become effective occur on the first date on which each Funding Date, at the offices of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that Escrow Agent. Notwithstanding anything to the extent contrary contained herein, the Escrow Agent shall not be authorized to release to the Company the Purchase Price and to Buyer the certificate(s) evidencing the Preferred Shares and the Warrants unless the conditions set forth in VIII.C. and IX.G hereof have been satisfied. VIII CONDITIONS TO THE COMPANY'S OBLIGATIONS. The Buyer understands that the Company's obligation to sell the Securities on the Funding Date does not occur on or prior to July 10, 2015, Buyer pursuant to this Agreement and is conditioned upon: A0 Delivery by Buyer to the Commitments Escrow Agent of the Lenders shall automatically terminate without any further action by Purchase Price on the Borrower, the Administrative Agent or any other person): (a) Funding Date. B0 The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct accuracy in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as the Funding Date of the Funding Date, except to the extent that such representations and warranties specifically refer of Buyer contained in this Agreement as if made on the Funding Date (except for representations and warranties which, by their express terms, speak as of and relate to an earlier a specified date, in which case they such accuracy shall be true measured as of such specified date) and correct the performance by Buyer in all material respects (except that any representation on or before the Funding Date of all covenants and warranty that is qualified as agreements of Buyer required to “materiality” be performed by it pursuant to this Agreement on or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on before the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) C0 There shall not be required on the Funding Datein effect any Law or order, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Dateruling, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery judgment or writ of any certificated Equity Interests and other physicalcourt or public or governmental authority restraining, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event enjoining or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on otherwise prohibiting any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b)transactions contemplated by this Agreement. (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. On the Funding Date: (a) The obligations Proposed Domestic Acquisition shall be consummated simultaneously with the funding of the Lenders to make their respective Additional Term Loans hereunder and the availability of the Revolving Facility shall become effective on the first date on which each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that applicable law; all documentation related to the extent Proposed Domestic Acquisition shall be reasonably satisfactory to the Funding Date does not occur on or prior to July 10, 2015, this Agreement Administrative Agent; and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person):shall be satisfied with the capitalization, structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions. (ab) The Administrative Agent shall have received from each party hereto or thereto either a counterpart pro forma consolidated balance sheet and related pro forma consolidated statements of this Agreement income and each other Loan Document signed cash flows of the Borrower as of and for the twelve-month period ending on behalf the last day of the most recently completed four-fiscal quarter period, prepared after giving effect to the Proposed Domestic Acquisition as if such acquisition had occurred as of such party date (in the case of such balance sheet) or written evidence satisfactory at the beginning of such period (in the case of such other financial statements), which financial statements shall not be materially inconsistent with the forecasts previously provided to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requestedAgent. (bc) The Borrower has furnished to the Administrative Agent shall have received a duly executed and delivered notarized modification to each of the following, with sufficient copies for the Lenders, all existing Mortgage in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificateand, in form and substance satisfactory with respect to each such mortgage modification, endorsements to the Administrative Agent signed by an Authorized Officer of title insurance policy insuring the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate Mortgage being so modified in form and substance reasonably satisfactory acceptable to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (cd) (i) The Collateral All material governmental and Guarantee Requirement shall have been satisfied (provided that, solely third party consents and approvals with respect to the matters expressly identified in Section 7.02(q)Proposed Domestic Acquisition and the other transactions contemplated thereby to the extent required shall have been obtained, the satisfaction of the all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions set forth in this clause (c) shall not be required on the Funding Date, and Proposed Domestic Acquisition or the other transactions contemplated thereby. (e) Credit Suisse shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be have received all fees required to be accomplished in accordance with Section 7.02(q)) paid on or before the Funding Date pursuant to the Amendment Fee Letter and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested reimbursed by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (Borrower for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all its reasonable and documented out-of-pocket expenses required to be reimbursed or paid by expenses, as set forth in the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (andAmendment Fee Letter, in connection with this Agreement, including the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)reasonable fees and disbursements of counsel.

Funding Date. The Each Lender’s obligations of the Lenders to make their respective Term Loans any Loan hereunder and the availability of the Revolving Facility shall become effective on upon the first date on which each satisfaction or waiver (in accordance with Section 8.02) of the following conditions is satisfied on or after the Effective Date: (or waived in accordance a) The Effective Date shall have occurred. (b) The Alliance Boots Acquisition shall have been (or, substantially contemporaneously with Section 9.03the borrowing of the Loans, shall be) which date shall occur prior to July 10, 2015 (it being understood and agreed that consummated pursuant to the extent Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers by Walgreens thereto that in each case are materially adverse to the Lenders and the Arrangers, unless each Arranger shall have provided its written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed). (c) No Effect shall have occurred or be continuing that has had or would reasonably be expected to have, individually or in the aggregate, an Alliance Boots Material Adverse Effect. (d) The Borrower shall have paid all fees and reasonable out-of-pocket expenses (including, without limitation, legal fees and expenses) of the Administrative Agent, the Arrangers and the Lenders that are due and payable on the Funding Date does not occur for which, in the case of expenses only, invoices have been presented to Walgreens at least three Business Days prior to the Funding Date, on or prior to July 10, 2015, this Agreement and the Commitments of Funding Date (to the extent due). (e) The Lenders shall automatically terminate without any further action by the Borrower, have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Funding Date) of each of (i) internal counsel for the Borrower (covering customary corporate opinions) and (ii) Wachtell, Lipton, Xxxxx & Xxxx or any other person):counsel to the Borrower reasonably acceptable to the Arrangers (covering customary legal matters for an unsecured bank loan financing, including a customary opinion as to no-conflicts with (x) the indenture, dated as of November 2014, between Walgreens Boots Alliance, as issuer, and Xxxxx Fargo Bank, National Association, as trustee, (y) the indenture, dated as of July 17, 2008, between Walgreens, as issuer, and Xxxxx Fargo Bank, National Association, as trustee and (z) the Revolving Credit Agreement), in each case in form and substance to be mutually agreed upon by the Arrangers and the Borrower prior to the Effective Date. (af) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory at least 3 Business Days prior to the Administrative Agent (which may include facsimile Funding Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, as reasonably requested by any Arranger or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document Lender in writing at least 10 days prior to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requestedFunding Date. (bg) The Borrower has furnished At the time of and upon giving effect to the Administrative Agent each borrowing of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) Loans on and as of the Funding Date, except to Date (i)(A) the extent that such representations Acquisition Representations and warranties specifically refer to an earlier date, in which case they (B) the Specified Representations shall be true and correct in all material respects (except that any representation and warranty that is to the extent already qualified as to “materiality” by materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied it being understood that (provided that, solely with respect without limiting the requirement to the matters expressly identified in Section 7.02(q), the satisfaction satisfy each of the conditions set forth in this clause (cSection 4.02) the only representations and warranties the making or accuracy of which shall not be required on the Funding Date, and shall not be a condition to the obligations availability of the Lenders to make Loans hereunder on the Funding Date, but shall Date will be required to be accomplished in accordance with Section 7.02(q)the Acquisition Representations and the Specified Representations) and (ii) the Administrative Agent there shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of not exist any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date)Specified Default. (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees (i) a certificate in substantially the form of Exhibit H, dated as of the Funding Date, from an Authorized Officer or the Secretary or Assistant Secretary of the Borrower that each of the conditions set forth in clauses (b), (c) and (g) of this Section 4.02 have been satisfied and (ii) a Borrowing Notice in accordance with Section 2.08. Without limiting the generality of the provisions of Section 8.02, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other amounts due and payable on 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 Funding Date (including fees for the account of the Lenders and fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)specifying its objection thereto.

Funding Date. The obligations of the Lenders to make their respective Term the Loans hereunder and the availability of the Revolving Facility shall not become effective on until the first date on which the Agreement has become effective pursuant to Section 4.01 and each of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person9.02): (a) The Administrative Agent shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitationAgent, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent Lenders and the Lenders: (i) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers Lead Arranger shall have received all fees and other amounts due and payable by the Borrower on or prior to the Funding Date (including fees for the account of the Lenders and feesEffective Date, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoicedinvoiced at least one day prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Lenders shall have received (i) audited consolidated financial statements of each of the Borrower and the Business for the two most recent fiscal years ended prior to the Effective Date as to which such financial statements are available (it being understood that financial statements for the Business are carve-out financials that have been prepared according to International Reporting Financial Standards) and (ii) unaudited interim consolidated financial statements of the Borrower for the quarterly period ending March 31, 2010 and for each quarterly period ended subsequent thereto as to which such financial statements are available as of the Effective Date (the most recent such quarterly period being the “Reference Quarter”). (c) The Lenders shall have received with respect to the Borrower and its Subsidiaries (including subsidiaries acquired in the Acquisition) (i) pro forma financial statements as of the end of the Reference Quarter (predicated upon the financial statements of the Borrower as of the end of the Reference Quarter and the financial information of the Business for the most recent quarter for which such financial information (such as internal monthly reports) is available) giving effect to the Acquisition and the financing contemplated hereunder and (ii) projections through 2014. (d) The Acquisition Agreement shall be in full force and effect. All conditions precedent under the Acquisition Agreement, including, without limitation, the conditions precedent set forth in Section 4.1 of the Acquisition Agreement, shall have been satisfied (and not waived) and any amendment to the Acquisition Agreement materially adverse to the interests of the Lead Arranger, the Administrative Agent or the Lenders shall be satisfactory in form and substance to the Administrative Agent; it being understood and agreed that any material change to the transaction structure, any amendment of the definition of “Xxxxx Xxxxxxxx Adverse Effect” contained in the Acquisition Agreement, any amendment of the definition of “Deferred Jurisdiction” contained in the Acquisition Agreement and any increase or decrease in the “Offer Value” referred to in the Acquisition Agreement, shall in each case be deemed to be materially adverse to the interests of the Lead Arranger, the Administrative Agent and the Lenders. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Acquisition shall be consummated substantially contemporaneously with the making of the Loans. (e) All regulatory, legal and other third party approvals necessary in connection with the Acquisition and the financing thereof shall have been obtained (except for those with respect to which (i) the failure to have obtained could not reasonably be expected to have a material adverse effect on the Borrower, the Business, the Acquisition, the financing thereof or any of the other Transactions, or (ii) the sole consequence of the failure to obtain any such approval is to defer the consummation of the acquisition of certain assets of the Business in “Deferred Jurisdictions” (as defined in the Acquisition Agreement) pursuant to the terms of the Acquisition Agreement). (f) There shall not exist any injunction or temporary restraining order and no litigation has commenced or is otherwise pending which would prohibit the execution of this Agreement and the other Credit Documents, the Loans or any of the other Transactions. (g) Prior to or substantially contemporaneously with the making of the Loans, the Borrower shall enter into the Revolving Credit Agreement, repay in full all obligations under the Existing Credit Agreement and cause the Existing Credit Agreement and all related liens to be terminated or released. (i) On the Effective Date, both immediately before and immediately after giving effect to the consummation of the Acquisition and the incurrence of any Indebtedness in connection therewith, including, without limitation, the making of the Loans, (A) there shall exist no Default or Event of Default (other than an Event of Default under clause (c) of Article VII resulting from a breach of any representation that is not a Specified Representation), (B) each of the Specified Representations shall be true and correct in all material respects and (C) the Borrower shall be in pro forma compliance with the financial covenants set forth in Sections 6.07 and 6.08 and (ii) there shall have been delivered to the Administrative Agent a certificate dated the Effective Date to such effect in form and substance reasonably satisfactory to the Administrative Agent and signed by the chief financial officer of the Borrower, which certificate shall, as to clause (C) above, include calculations reflecting such compliance and be predicated upon the financial statements of the Borrower as of the end of the Reference Quarter and the financial statements of the Business for the most recent quarter for which such financial statements are available. (i) The Administrative Agent shall have received (x) an opinion letter from Sidley Austin LLP, counsel for the Borrower, dated as of the Effective Date and (y) an opinion letter from Xxxx Xxx Xxxxx, Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of the Borrower, dated as of the Effective Date, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Borrower hereby requests such counsel to deliver such opinion. (j) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date Effective Date, and such notice shall be conclusive and binding binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on December 18, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder and on the availability Funding Date are subject to the occurrence of the Revolving Facility shall become effective on Effective Date, the first date on which each receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 10.02) of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that each case subject to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other personproviso in Section 5.10): (a) The Administrative Agent and the Arrangers shall have received from each party hereto or thereto either a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory opinion (addressed to the Administrative Agent (which may include facsimile or electronic transmission and the Lenders and dated the Funding Date) of a signed signature page of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Loan Parties, covering such party) that such party has signed a counterpart of matters relating to the Loan Parties, this Agreement and each other Loan Document to which it is a party, including, without limitation, or the Collateral Agreement and such other Loan Documents Transactions as the Administrative Agent or its counsel may have the Arrangers shall reasonably requestedrequest. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lenders: (i) a certificate, in form Arrangers shall have received such documents and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified certificates as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans on the Funding Date; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer of the Borrower. (iii) the written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, each Issuing Bank and the Lenders, in substantially a form and containing assumptions and qualifications acceptable Arrangers or their respective counsel may reasonably request relating to the Administrative Agent organization, existence and its counsel; (iv) a certificate, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary standing of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution authorization of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of Transactions and any other legal matters relating to the Loan Parties, which shall identify by name and title and bear this Agreement or the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunderTransactions, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate all in form and substance reasonably satisfactory to the Administrative Agent, the Arrangers and their respective counsel. (c) The Administrative Agent and the Arrangers shall have received a certificate, dated the Funding Date and signed by an Authorized the President, a Vice President or a Financial Officer of the Borrower, attesting that confirming (i) the Specified Representations of the Borrower set forth in this Agreement shall be true and its Subsidiariescorrect (y) in the case of such representations and warranties qualified as to materiality, in all respects, and (z) otherwise, in all material respects, in each case on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Funding Date except in form the case of any such representation and substance reasonably satisfactory warranty that expressly relates to the Administrative Agent a prior date, in which case such representation and the Lenders, provided that the Lenders agree that such updated schedules warranty shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto true and correct in all respects or in all material respects, as applicable, on and as of the Escrow Date in a manner that is material and adverse to the Lenders or such date, (ii) are otherwise satisfactory to the Required Lenders Acquisition Agreement Representations shall be true and correct and (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii). (ciii) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause clauses (c) shall not be required on the Funding Datee), and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)(f) and (iih) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral)below. (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks Arrangers and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees (including, but not limited to, any ticking fees) and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and feesDate, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoicedinvoiced at least two Business Days prior to the Funding Date, reimbursement or payment of all reasonable and documented out-of-pocket out‑of‑pocket expenses required to be reimbursed or paid by the Borrower hereunder. [[5276821]] (e) The L3 Xxxxxx Acquisition shall have been (or, substantially concurrently with the borrowing of the Loans under this Agreement on the Funding Date, shall be) consummated in all material respects in accordance with the terms of the L3 Xxxxxx Acquisition Agreement. (f) Since February 3, 2020, there shall not have been a L3 Xxxxxx Material Adverse Effect. (g) The Administrative Agent shall notify the Borrower and the Lenders Arrangers shall have received a certificate, dated the Funding Date and signed by the Senior Vice President and Treasurer of Holdings substantially in the form of Exhibit C, demonstrating solvency (on a consolidated basis) of Holdings and the Subsidiaries as of the Funding Date after giving effect to the Transactions. (h) At the time of and such notice upon giving effect to the borrowings of the Loans on the Funding Date and the use of proceeds thereof, no Event of Default with respect to Holdings or the Borrower under clause (a), (b), (h) or (i) of Article VII has occurred or shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)result therefrom.

Funding Date. The obligations obligation of the Lenders each Lender to make their respective Term Loans its Loan hereunder and the availability of the Revolving Facility shall become effective in an amount equal to its Commitment on the first date on which each of Funding Date is subject solely to the following conditions is satisfied satisfaction (or waived waiver in accordance with Section 9.0310.02) which date shall occur prior to July 10of the following conditions, 2015 and no other conditions: (a) the Effective Date has occurred; (b) since September 30, 2017 and except as expressly contemplated by the Meter Readings Acquisition Agreement or as set forth in the Disclosure Schedules (as defined in, and prepared and delivered as part of, the Meter Readings Acquisition Agreement (it being understood that information disclosed on one section of the Disclosure Schedules shall be deemed to be disclosed on another section of the Disclosure Schedules or be deemed to be an exception to another representation and agreed that warranty in Article V of the Meter Readings Acquisition Agreement, in each case, if the relevance of such information to such other section of the extent Disclosure Schedules is reasonably apparent on its face)), there has not been any Material Adverse Change (as defined in the Meter Readings Acquisition Agreement as in effect on the Meter Readings Acquisition Signing Date, herein, a “Meter Readings Material Adverse Change”); (c) there shall not have occurred a Meter Readings Material Adverse Change since the Meter Readings Acquisition Signing Date; (d) the Meter Readings Acquisition shall have been consummated, or substantially concurrently with the funding of the Loans on the Funding Date does shall be consummated, in all material respects pursuant to and on the terms set forth in the Meter Readings Acquisition Agreement; provided that no amendment, modification, consent or waiver of any term thereof (but, in the case of a modification, consent or waiver of the conditions to closing set forth in Article IV of the Meter Readings Acquisition Agreement, no such modification, consent or waiver by the Borrower or any of its Subsidiaries) (other than any such amendment, modification, consent or waiver that is not occur materially adverse to any interests of the Arrangers or any of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld or delayed) (it being understood that (i) any change in the cash consideration payable (excluding any decrease of 10% or less) set forth in the Meter Readings Acquisition Agreement on or prior the Meter Readings Acquisition Signing Date and (ii) any change in the “Xerox provisions” set forth in the Meter Readings Acquisition Agreement on the Meter Readings Acquisition Signing Date, in each case, will be deemed to July 10, 2015, this Agreement and be materially adverse to the Commitments interests of the Lenders shall automatically terminate without any further action by and will require the Borrower, prior written consent of the Administrative Agent or any other person):Arrangers); (ae) The the Administrative Agent shall have received from (i) in respect of each party hereto of the Borrower and Meter Readings Holding LLC (the “Meter Readings Operating Sub”), (x) U.S. GAAP audited consolidated balance sheets for the two most recently completed fiscal years ended at least 90 days prior to the Funding Date and (y) related consolidated statements of income, stockholders’ equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date and (ii) U.S. GAAP unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of each of the Borrower and the Meter Readings Operating Sub for each subsequent fiscal quarter ended at least 45 days before the Funding Date (and comparable periods for the prior fiscal year); provided, it is understood and agreed that, in the case of the Borrower, the filing of the required financial statements on Form 10-K or thereto either a counterpart Form 10-Q within the time periods required thereby will satisfy the requirements of the Borrower under this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory to Section 3.02(e); (f) the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may shall have reasonably requested. (b) The Borrower has furnished to the Administrative Agent each of the following, with sufficient copies for the Lenders, all in form and substance satisfactory to the Administrative Agent and the Lendersreceived: (i) a certificate, written Borrowing Request in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer respect of the Borrower, certifying that all of the representations in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as Loans to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no Default or Unmatured Default has occurred and is continuing or would result from the Advance of the Term Loans made on the Funding DateDate pursuant to the requirements of Section 2.03; (ii) a duly executed Borrowing/Election Notice signed by an Authorized Officer solvency certificate from the chief financial officer, chief accounting officer or other financial officer of the Borrower.Borrower confirming that the Borrower on a consolidated basis will, pro forma, for the Specified Transactions, be solvent, substantially in the form of Exhibit C; (iii) satisfactory confirmation of repayment of (A) that certain Revolving Credit and Security Agreement, dated as of November April 18, 2014 (as amended, amended and restated, supplemented or modified from time to time) by and between certain Subsidiaries of Meter Readings, the written opinion of the Loan Parties’ counsellenders party thereto, addressed to the Administrative AgentPNC Bank, each Issuing Bank National Association, as administrative agent, and the Lendersother parties party thereto and (B) that certain First Lien Term Loan Agreement, dated as of August 29, 2016, (as amended, amended and restated, supplemented or modified from time to time) by and between certain Subsidiaries of Meter Readings, the lenders party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, and the other parties party thereto, in each case, together with any releases of guarantees and liens associated therewith (or a customary payoff letter authorizing the release thereof substantially a form and containing assumptions and qualifications concurrently with the Funding Date (or such later date as shall be acceptable to the Administrative Agent and its counsel;Arrangers)); and (iv) a certificateopinions, in form and substance satisfactory to the Administrative Agent signed by an Authorized Officer of the Borrower, certifying (A) that the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.04 on the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements have been (or, on the Funding Date, will be) duly filed in such office or offices as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an Authorized Officer of the Borrower, attesting that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse addressed to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules dated as the same may have been updated pursuant to this Section 5.01(b)(xii). (c) (i) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely with respect to the matters expressly identified in Section 7.02(q), the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition from Wachtell, Lipton, Xxxxx & Xxxx, special New York counsel to the obligations of the Lenders to make Loans hereunder on the Funding DateBorrower, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physicalXxxxxxx & Xxxxxxx LLP, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder Connecticut counsel to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (f) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b).Borrower; (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for the account of the Lenders and costs, fees, disbursements and charges of counsel to the Administrative Agent and the Arrangers), including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses (including, without limitation, legal fees and expenses for which invoices have been presented at least three (3) business days prior to the Funding Date), payable to the Arrangers, the Administrative Agent and the Lenders, in each case required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent Commitment Letter or any Fee Letter (as defined in the Commitment Letter), shall notify have been paid on the Borrower Funding Date; (h) the Specified Representations shall be true and correct in all material respects (or in all respects in the Lenders case of any representation or warranty qualified by “materiality” or “Material Adverse Effect” or similar terms), in each case at the time of, and after giving effect to, the making of the Loans on the Funding Date and (except to the extent any such notice representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be conclusive true and binding correct in all material respects (or in all respects, as applicable) as of such earlier date); and, in (i) the event such conditions are not so satisfied or waived, Specified Acquisition Agreement Representations shall be true and correct to the Commitments shall terminate at such time)extent required by the definition thereof.

Funding Date. The obligations of the Lenders to make their respective Term Loans hereunder are subject to receipt of a Borrowing Request therefor in accordance herewith, and to the availability of the Revolving Facility shall become effective on the first date on which each satisfaction (or waiver in accordance with Section 9.02) of the following conditions is satisfied (or waived in accordance with Section 9.03) which date shall occur prior to July 10, 2015 (it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 10, 2015, this Agreement and after the Commitments of the Lenders shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other person):Effective Date: (a) The Administrative Agent shall have received from each party hereto or thereto either the restated articles of incorporation of the Borrower, the by-laws of the Borrower and a counterpart of this Agreement and each other Loan Document signed on behalf of such party or written evidence satisfactory good standing certificate with respect to the Administrative Agent (which may include facsimile or electronic transmission Borrower from the Borrower’s jurisdiction of a signed signature page of such party) that such party has signed a counterpart of this Agreement and each other Loan Document to which it is a party, including, without limitation, the Collateral Agreement and such other Loan Documents as the Administrative Agent or its counsel may have reasonably requestedorganization. (b) The Borrower has furnished to the Administrative Agent each shall have received customary resolutions and customary secretary’s, incumbency and other closing certificates of the followingBorrower, evidencing the identity, authority and capacity of the Borrower and its applicable officers in connection with sufficient copies for this Agreement and the LendersTransactions and other customary closing matters, all in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders: Lenders and dated the Funding Date) of each of (i) Xxxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit F-1, and (ii) Xxxx Xxxxxxx, General Counsel of the Borrower, in substantially the form of Exhibit F-2, in each case with such changes as the Arranger and the Administrative Agent shall agree. (d) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of the Borrower, confirming satisfaction of the conditions set forth in form the first sentence of paragraph (e) of this Xxxxxxx xxx xx xxxxxxxxxx (x), (x), (x), (x), (x), (x) and substance satisfactory (o) of this Section. (e) The Acquisition shall have been consummated, or substantially concurrently with the making of Loans hereunder shall be consummated, pursuant to and on the terms set forth in the Stock Purchase Agreement and all conditions precedent set forth in the Stock Purchase Agreement to the consummation of the Acquisition shall have been satisfied, in each case without giving effect to amendments, waivers or consents to or under the Stock Purchase Agreement that are adverse in any material respect to the Lenders and that have not been approved by the Arranger and the Administrative Agent. The Administrative Agent shall have received a copy of the Stock Purchase Agreement (together with all exhibits, schedules and other documents relating thereto) certified by a Financial Officer of the Borrower as complete and correct as of the Funding Date. (f) The Administrative Agent shall have received (i) audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date, in each case prepared in accordance with GAAP, (ii) unaudited consolidated balance sheets and related consolidated statements of income and stockholders’ equity of the Borrower and each of its banking and broker-dealer Subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Funding Date (and comparable periods for the prior fiscal year), in each case prepared in accordance with GAAP (subject to the absence of footnotes), (iii) audited combined balance sheets and related combined statements of operations, changes in stockholder’s equity and cash flows of the Acquired Companies and their consolidated subsidiaries for the three most recently completed fiscal years (except that balance sheets for the Acquired Companies and their consolidated subsidiaries shall only be required for the two most recently completed fiscal years) ended at least 90 days prior to the Funding Date, in each case prepared in accordance with GAAP, (iv) unaudited combined balance sheets and related combined statements of income and stockholder’s equity of the Acquired Companies and their consolidated subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Funding Date (and comparable periods for the prior fiscal year), in each case prepared in accordance with GAAP (subject to the absence of footnotes), and (v) unaudited consolidated balance sheets and related consolidated statements of income and stockholder’s equity of each of the banking and broker-dealer subsidiaries of the Acquired Companies for each subsequent fiscal quarter ended at least 45 days before the Funding Date (and comparable periods for the prior fiscal year), in each case prepared in accordance with GAAP (subject to the absence of footnotes); provided that filing by the Borrower with the SEC of statements on Form 10-K and Form 10-Q containing such financial statements will satisfy the foregoing requirements for the Borrower; and provided further that for purposes of clause (iv), with respect to the unaudited combined financial statements of the Acquired Companies and their consolidated subsidiaries required therein for any period ending on or prior to September 30, 2011, only the nine month year-to-date unaudited combined balance sheet and related combined statements of income and stockholder’s equity of the Acquired Companies and their consolidated subsidiaries as of and for the period ending September 30, 2011, shall be required. (g) The Administrative Agent shall have received the Pro Forma Financial Statements. The Administrative Agent shall have received a certificate, dated the Funding Date and signed by an Authorized a Financial Officer of the Borrower, certifying that all the Borrower is in pro forma compliance as of the representations Funding Date, after giving effect to the Transactions, with the financial covenants set forth in this Sections 6.11, 6.12, 6.13 and 6.14, together with reasonably detailed calculations demonstrating such compliance, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by the chief financial officer of the Borrower, as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions, in substantially the form of Exhibit G, with such changes as the Arranger and the Administrative Agent shall agree. (i) The Stock Purchase Agreement are Representations and the Specified Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date and no date. (j) No Default or Unmatured Default has shall have occurred and is continuing be continuing, or would result from the Advance making of the Term Loans on the Funding Date; Date (ii) other than any Default relating to the accuracy of any representation or warranty made by the Borrower hereunder that is not a duly executed Borrowing/Election Notice signed by an Authorized Officer of the BorrowerSpecified Representation). (iiik) Except for any noncash charges representing impairments of goodwill in respect of MK Holding reflected in the written opinion combined financial statements of the Loan Parties’ counselAcquired Companies and their consolidated subsidiaries as of or for periods ended on or prior to December 31, addressed 2011, or as otherwise disclosed in Schedule 4.14 to the Administrative AgentDisclosure Schedule (as defined in the Stock Purchase Agreement as in effect on the Signing Date) of the Seller dated the Signing Date and delivered to the Arranger on the Signing Date or in any reports publicly filed with the SEC by the Seller or any of its Subsidiaries (as defined in the Stock Purchase Agreement as in effect on the Signing Date) pursuant to the Exchange Act on or after January 1, each Issuing Bank 2009, but prior to the Signing Date, since November 30, 2011, the Acquired Companies and the LendersTransferred Subsidiaries (as defined in the Stock Purchase Agreement as in effect on the Signing Date), taken as a whole, shall not have suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which would not, and would not reasonably be expected to, individually or in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel;aggregate, have an Acquired Company Material Adverse Effect. (ivl) a certificateThere shall not be any statute, rule, regulation, executive order, ruling, judgment, order, injunction or decree of any Governmental Authority (as defined in form the Stock Purchase Agreement as in effect on the Signing Date) in effect (which, as applicable, is final and substance satisfactory to non-appealable) that permanently prohibits or prevents the Administrative Agent signed by an Authorized Officer consummation of the Borrowertransactions contemplated by the Stock Purchase Agreement. All Required Governmental Approvals (as defined in the Stock Purchase Agreement as in effect on the Signing Date) shall have been obtained and remain in effect, certifying and any applicable waiting periods relating thereto shall have expired or been terminated. (Am) that the Borrower is All necessary governmental (domestic and foreign) and material third party approvals and/or consents in pro forma compliance connection with the financial covenants set forth in Section 7.04 on execution, delivery and performance of this Agreement and the Funding Date, including computations demonstrating compliance in reasonable detail thereof; (B) as to the receipt borrowing by the Borrower of the proceeds of the Senior Notes in an amount that, together with the Term Loans made on the Funding Date, is not greater than $1,000,000,000; and (C) as to occurrence of the Spin Transaction; (v) the (A) Historical Information and (B) the financial projections of the Borrower and its Subsidiaries on a consolidated basis, covering fiscal years 2015 through 2018 (inclusive), in each case on a consolidated basis; (vi) a completed Perfection Certificate, dated the Funding Date and signed by an Authorized Officer of the Borrower; (vii) evidence that appropriate Uniform Commercial Code financing statements shall have been (orobtained and remain in effect, on the Funding Date, will be) duly filed in such office or offices as may be necessary orand all applicable waiting periods shall have expired without any action being taken by any competent authority which, in the opinion of Administrative Agent, desirable to perfect the Administrative Agent’s Liens in and to the Collateral; (viii) copies judgment of the Certificate of Incorporation of each Loan Party, together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (ix) copies, certified by the Secretary Arranger or Assistant Secretary of each of the Loan Parties, of its By-Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (x) an incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Loan Parties, which shall identify by name and title and bear the original or facsimile signature of the officers of the Loan Parties authorized to sign the Loan Documents and the officers of the Borrower authorized to make borrowings hereunder, upon which certificate the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (xi) a certificate in form and substance reasonably satisfactory to the Administrative Agent, signed restrains, prevents, or imposes materially adverse conditions upon, the execution, delivery or performance of this Agreement or the borrowing by an Authorized Officer the Borrower of the BorrowerLoans. There shall not exist any judgment, attesting that order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the execution, delivery or performance of this Agreement or the borrowing by the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Spin Transaction, are Solvent; (xii) receipt by the Administrative Agent of updated Schedules 6.07, 6.08, 6.18, 7.03(a), 7.03(b), 7.03(d) and 7.03(i) to replace the corresponding Schedules and Annex attached hereto as of the Escrow Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall be deemed to be satisfactory if such updated Schedules (i) do not differ from the corresponding Schedules attached hereto as of the Escrow Date in a manner that is material and adverse to the Lenders or (ii) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Credit Agreement shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 5.01(b)(xii)Loans. (cn) No litigation by any entity (iprivate or governmental) The Collateral and Guarantee Requirement shall have been satisfied (provided that, solely be pending or threatened with respect to the matters expressly identified in Section 7.02(q)this Agreement, the satisfaction of the conditions set forth in this clause (c) shall not be required on the Funding Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder on the Funding Date, but shall be required to be accomplished in accordance with Section 7.02(q)) and (ii) the Administrative Agent shall have received satisfactory evidence that all steps have been taken to perfect security interests in the Collateral (including delivery of any certificated Equity Interests and other physical, pledged collateral). (d) The Administrative Agent shall have received evidence that the insurance required by Section 7.02(e) is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Lenders, Issuing Banks and Swing Line Lender, as additional insured and loss payee thereunder to the extent required under Section 7.02(e). (e) Since September 30, 2014, no fact, event or circumstance has occurred that has had had, or could reasonably be expected to have, either individually a material adverse effect on (i) the business, property, condition (financial or in otherwise) or results of operations of the aggregateBorrower and the Subsidiaries, taken as a Material Adverse Effectwhole, (ii) the ability of the Borrower to perform its obligations under this Agreement or (iii) the rights of or benefits available to the Administrative Agent and the Lenders under this Agreement. (fo) Prior to the Effective Date, the Borrower (on a pro forma basis after giving effect to the Transactions) shall have been assigned a minimum public corporate family rating of no less than Baa3 by Xxxxx’x and a minimum public corporate credit rating of no less than BBB- by S&P, in each case with stable or better outlook, and all such ratings shall have continued through the Funding Date. (p) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted under Section 7.03(b). (g) The Administrative Agent shall have received all documentation and other information reasonably requested by each Lender that is required for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations (which requested information shall have been received at least five (5) Business Days prior to the Funding Date to the extent requested by the Lenders at least ten (10) Business Days prior to the Funding Date). (h) The Administrative Agent (for the benefit of itself and the other parties entitled thereto) and the Arrangers Arranger shall have received all fees and other amounts due and payable on or prior to the Funding Date (including fees for under this Agreement, the account of Commitment Letter or the Lenders and feesFee Letter, disbursements and charges of counsel to the Administrative Agent and the Arrangers)including, including to the extent invoiced, payment or reimbursement or payment of all reasonable fees and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify Borrower, including pursuant to the Fee Letter, and the Borrower and shall have otherwise performed its obligations under the Lenders of the Funding Date and such notice shall be conclusive and binding (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)Fee Letter.