Common use of Funding Date Clause in Contracts

Funding Date. (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 such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, 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 the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Each Lender, as applicable, shall have been consummated in all material respects received from the Borrower any promissory notes requested pursuant to, and in accordance with the terms of the Purchase Agreementwith, Section 2.10(e). (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent and the Specified Representations shall be true Lenders and correct in all material respects (except in dated the case Funding Date) of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or periodXxxxxxxxxx & Xxxxx LLP, such representation and warranty shall be true and correct in all material respects as of the respective date or counsel for the respective periodBorrower, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, this Agreement or the Transactions as the case may be)Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. 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 of repayment of all indebtedness to be repaid on the Funding Date Administrative Agent 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 made)its counsel. (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received a certificate, dated the Funding Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03. (e) The Administrative Agent, each Lender and each Arranger shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ef) Since September 30The 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, 2014including 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, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Acquired Business obligations of the Lenders to make Loans and its Transferred Subsidiaries of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (as defined 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 Acquisition Agreementevent such conditions are not so satisfied or waived, the Commitments shall terminate at such time), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such BorrowingsLoans hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, are subject and to the satisfaction (or waiver by the Administrative Agentin accordance with Section 9.02) of the following conditions precedenton or after the Signing Date: (a) The Acquisition Administrative Agent shall have been received a certificate, substantially in the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated in all material respects in accordance with within three Business Days of the Funding Date on the terms set forth in the Merger Agreement, without giving effect to amendments, waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Purchase AgreementAcquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved by the Arrangers (such approval not to be unreasonably withheld or delayed). (b) The Specified Purchase Agreement Representations Arrangers shall have received (i) audited Consolidated balance sheets and related Consolidated statements of operations, 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, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements. (c) The representations and warranties in Article III shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 made)respects. (d) The No event referred to in Section 7.01(d)(2) or 7.01(e) (iin each case, with respect to the Borrower) Borrower or Section 7.01(i) shall have paid shall have occurred and be continuing or would result from the Amendment Fees making of the Loans on the Funding Date. (as defined the Amendmente) and (ii) The Administrative Agent and the Arrangers shall have received all fees (including the Funding Fees) and other amounts due and payable on or prior to the Funding Date to the extent invoiced by any Loan Party 8:00 a.m., New York City time, on the Funding Date, including payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP) required to be paid or reimbursed by the Borrower on or prior to the Funding Date, including, including pursuant to the extent invoiced at least three Arranger Fee Letter. (3f) business days prior Prior to or substantially contemporaneously with the funding of the Loans on the Funding Date, all principal, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement shall have been or shall be paid in full and all commitments of the lenders thereunder shall have been terminated. The Administrative Agent shall have received evidence of the satisfaction of the conditions set forth in this paragraph in the form of Exhibit F attached hereto. This Agreement shall be deemed “effective” for purposes of this Section 4.02 upon the funding of the Loans on 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 the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. Each Lender’s obligations to make any Loan hereunder shall become effective upon the satisfaction or waiver (Ain accordance with Section 8.02) 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 such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedenton or after the Effective Date: (a) The Effective Date shall have occurred; (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated in each case in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except set forth in the case of any Specified Purchase Acquisition Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After after giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loansany modifications, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed moneyamendments, supplements, consents, waivers or requests, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 (those modifications, amendments, supplements, consents, waivers or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees requests (including the Funding Feeseffects of any such requests) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, 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 that are materially adverse to the JPM Fee Letter and interests of the Lenders (it being understood that any Loan Document. (e) Since September 30modification, 2014amendment, supplement, consent, waiver or request by the Acquired Business and its Transferred Subsidiaries Borrower to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders and any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), taken unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently ended at least 90 days prior to the Funding Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days prior to the Funding Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as a wholethe case may be, have not suffered any adverse change to their respective businesses, assets, operations by the Borrower or financial position, except such changes which have not had, individually or the Acquired Company will satisfy the applicable conditions set forth in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreementc) of Section 4.

Funding Date. (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 such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following The conditions precedent: (a) The Acquisition precedent set forth in Sections 5.01 through 5.21 shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true satisfied, and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party occurred, on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, including, (x) to the extent invoiced at least three (3) business days any item is required to be satisfactory to any Lender, such item shall 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 Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses . Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (including fees, charges and disbursements of counsel) required after giving effect to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreementpreceding sentence), taken 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 Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as a wholeof that time. All of the Notes, have not suffered any adverse change certificates, legal opinions and other documents and papers referred to their respective businessesin this Section 5, assetsunless otherwise specified, operations or financial positionshall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except such changes which have not hadfor the Notes, individually in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have Administrative Agent and the meaning set forth in the Purchase AgreementRequired Lenders.

Funding Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the following conditions is satisfied (Aor waived pursuant to Section 9.02) If on or prior to June 30, 2011 (the Hotspot Acquisition is consummated on date upon which all such conditions precedent under this Section 4.02 shall be satisfied or waived referred to as the Funding Date, and, in the obligations of event such conditions are not so satisfied or waived by June 30, 2011, the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make Commitments shall terminate on such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent:date): (a) The Acquisition Effective Date shall have been consummated in all material respects in accordance with the terms of the Purchase Agreementoccurred. (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Specified Representations shall be true Lenders and correct in all material respects (except in dated the case Funding Date) of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or periodXxxxxx Xxxx & Xxxxxxxx LLP, such representation and warranty shall be true and correct in all material respects as of the respective date or counsel for the respective periodBorrower, Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Nevada counsel for the Borrower and Xxxxxx X. Xxxxxxxxx, Vice President and Sector Counsel of Northrop Grumman Shipbuilding, Inc., and covering such other matters relating to the Loan Parties, the Collateral Documents or the Transactions as the case may be)Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) After The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Guarantor, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of such Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Guarantor dated the Funding Date and certifying (A) that attached thereto is a true and complete copy of the by-laws 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 of such Guarantor 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, (C) that the certificate or articles of incorporation of such Guarantor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Guarantor; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Banks or the Administrative Agent may reasonably request (d) The Collateral Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Funding Date. The Collateral Agent shall be reasonably satisfied that all actions necessary to establish that the Collateral Agent will have a security interest on behalf of the Secured Parties in the Collateral of the type and priority described in each Collateral Document shall have been taken. Nothing contained in the foregoing sentence shall be construed to require the satisfaction of the post-Funding Date obligations set forth in Section 5.14 prior to the Funding Date. (e) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.05 and the applicable provisions of the Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. In addition, the Administrative Agent shall have received a schedule setting forth a true, complete and correct description of all material insurance maintained by or on behalf of the Borrower or the Restricted Subsidiaries as of the Funding Date. As of such date, such insurance shall be in full force and effect and all premiums shall have been duly paid. (f) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Funding Date and duly executed by a Responsible Officer of the Borrower. (g) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower certifying that the Borrower and the Restricted Subsidiaries, on a consolidated basis after giving effect to the application Transactions and the other transactions contemplated hereby, are solvent within the meaning of the term “solvency” as set forth in Section 3.17. (h) The final terms and conditions of each aspect of the Transactions, including without limitation, all tax aspects thereof, shall be consistent in all material respects with the terms set forth in the Distribution Agreement and the information set forth in the Form 10. The Lead Arrangers shall be reasonably satisfied with the terms and conditions of the Distribution Agreement and the other Transaction Documents, it being understood and agreed that the Lead Arrangers are reasonably satisfied with the terms and conditions set forth in the forms of the Transaction Documents delivered to the Lead Arrangers prior to the Effective Date. Since the Effective Date, the Transaction Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived, in each case in a manner that is materially adverse to the interests of the Lenders, without the prior written consent of the Lead Arrangers. The Pre-Contribution Internal Reorganization shall have been consummated. The Lead Arrangers shall be reasonably satisfied that (x) the Contribution will be consummated substantially contemporaneously with the initial funding of the Senior Credit Facilities pursuant to this Section 4.02 and (y) all regulatory approvals necessary to consummate the Spin-off (after the Funding Date) shall have been (or substantially contemporaneously with the initial funding of the Senior Credit Facilities hereunder shall be) obtained and all other conditions necessary to consummate the Spin-off after the Funding Date (other than those which, pursuant to the Transaction Documents, are to be satisfied after the initial funding of the Senior Credit Facilities hereunder) shall have been (or substantially contemporaneously with the initial funding of the Senior Credit Facilities hereunder shall be) satisfied, in each case in accordance with the applicable Transaction Documents and applicable law. The proceeds of the Term B-1 issuance of the Senior Notes shall have been (or substantially contemporaneously with the initial funding of the Senior Credit Facilities hereunder shall be) released to the Borrower from the Senior Notes Escrow in an aggregate principal amount that together with the aggregate principal amount of the Term Loans and funded pursuant to this Section 4.02 shall be up to $1,775,000,000. (i) On the Incremental B-2 Term LoansFunding Date, after giving effect to the Target and Transactions, neither the Borrower nor any of its subsidiaries Restricted Subsidiaries shall have outstanding no third-party indebtedness any material Indebtedness for borrowed money, other than (i) the Senior Credit Facilities, (ii) the Senior Notes, (iii) up to $83,700,000 of indebtedness permitted under a loan agreement with the Mississippi Business Finance Corporation (“MBFC”) in connection with MBFC’s issuance of 7.81% Economic Development Revenue Bonds (Xxxxxxx Shipbuilding, Inc. Project) Taxable Series 1999A due 2024 and (iv) up to be outstanding $22,000,000 of indebtedness under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence a loan agreement with the MBFC in connection with the MBFC’s issuance of repayment of all indebtedness to be repaid on 4.55% Gulf Opportunity Zone Industrial Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project) Series 2006 due 2028 (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 made“GO Zone Bonds”). (dj) There shall not have occurred since December 31, 2010 any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect. (k) The (i) Borrower shall have paid Lenders, the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent and the Lead Arrangers shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, 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 the JPM Fee Letter and any Loan Documenthereunder. (el) Since September 30The Administrative Agent shall have received a certificate, 2014, dated the Acquired Business Funding Date and its Transferred Subsidiaries (as defined in signed by the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregatePresident, a Company Material Adverse Effect. For purposes Vice President or a Financial Officer of this clause (e)the Borrower, “Company Material Adverse Effect” shall have confirming compliance with the meaning conditions set forth in the Purchase Agreementparagraphs (a) and (b) of Section 4.03.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Administrative Agent shall have been consummated in all material respects received from each party thereto either (i) a counterpart of each Loan Document (excluding the Mortgages, which shall be delivered in accordance with Section 5.13) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the terms Administrative Agent (which may include facsimile transmission or other electronic imaging of a signed signature page of each Loan Document) that such party has signed a counterpart of each Loan Document (excluding the Purchase AgreementMortgages, which shall be delivered in accordance with Section 5.13). (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent and the Specified Representations shall be true Lenders) of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings, the Borrower and correct in all material respects the Restricted Subsidiaries, and Xxxxxx & Xxxxxxxxx LLP, Indiana counsel for Holdings, the Borrower and the Restricted Subsidiaries, (except 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 shall be true and correct in all material respects i) dated as of the respective date Funding Date and (ii) covering such matters relating to the Loan Parties or for the respective period, Loan Documents as the case may be)Administrative Agent shall reasonably request. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinion. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. 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 each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date Administrative Agent 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 made)its counsel. (d) The (i) Borrower Administrative Agent shall have paid received a certificate, dated the Amendment Fees Funding Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (as defined the Amendmenta) and (iib) of Section 4.03 (for purposes of the conditions set forth in paragraphs (a) and (b) of Section 4.03, after giving effect to the consummation of the Spin-Off). (e) The Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days two Business Days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) incurred between the Effective Date and the Funding Date required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other agreement entered into by any of the Borrower under Arrangers, the JPM Fee Letter Administrative Agent and the Lenders, on the one hand, and any of the Loan DocumentParties, on the other hand; provided that such amounts may be offset against the proceeds of the Tranche A Term Loans. (ef) Since September The Collateral and Guarantee Requirement shall have been satisfied to the extent applicable and the Administrative Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security Document, except as otherwise set forth in the Collateral and Guarantee Requirement or Section 5.13. The Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Financial Officer or legal officer of each of Holdings and the Borrower, together with all attachments contemplated thereby, including (i) the results of a bring-down search of the Uniform Commercial Code (or equivalent) filings and Federal and State tax filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, in each case that are reasonably requested by the Administrative Agent, (ii) copies of the financing statements (or similar documents) disclosed by such search and (iii) evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of the Loans on the Funding Date be released or terminated. (g) The Administrative Agent shall have received evidence that the flood insurance required by Section 5.07 is in effect. (h) The Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the form of Exhibit J, certifying as to the solvency of Holdings and its Restricted Subsidiaries as of the Spin-Off Date on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby. (i) The Transactions shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing, in accordance with applicable law in all material respects and, in all material respects, consistent with the information set forth in the Form 10 (it being understood that the Spin-Off shall be deemed to have been consummated substantially concurrently with the initial Borrowing to the extent that the Spin-Off occurs promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs). (j) The Lenders shall have received a copy of the most recently available version of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative Agent, each certified by a Financial Officer of Holdings as being complete and correct. The terms of the Distribution Agreement shall not contain any modifications from the information set forth in the Form 10, as filed with and declared effective by the SEC and as the same may be amended, supplemented or modified on or prior to the date that is three Business Days prior to the Effective Date, that are material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent (it being understood that the inclusion of information in the Distribution Agreement for which there is a placeholder in the Form 10, such as the distribution ratio and the distribution and record, dates, shall not be deemed to be material and adverse to the rights or interests of the Lenders), and no term or condition of the Distribution Agreement or any related agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent. (k) All conditions to the Spin-Off set forth in the Form 10 and in the Distribution Agreement (other than the funding of the Loans) shall have been satisfied or shall be satisfied substantially concurrently with the initial Borrowing (or shall have been waived, amended or otherwise modified in a manner not material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent), it being understood that such conditions shall be deemed to have been satisfied substantially concurrently with the initial Borrowing to the extent that such conditions are satisfied promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs. There shall be no material payments or distributions by Holdings or any of its subsidiaries to Exelis or any of its subsidiaries (other than Holdings and its subsidiaries) in connection with the Spin-Off, other than the payment of the Funding Date Distribution and, if applicable, the Working Capital Adjustment. (l) The Lenders that have executed a non-reliance letter in form and substance satisfactory to the applicable solvency opinion provider shall have received a copy of the solvency opinion delivered to the Board of Directors of Exelis (or, if applicable, of Holdings or the Borrower) in connection with the Spin-Off (provided that the Administrative Agent and the Lenders shall not be required to be addressees or beneficiaries of such opinion). (m) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01. (n) The Borrower shall have delivered to the Administrative Agent the notice required by Section 2.03. (o) On the Funding Date, immediately after giving effect to the Transactions (other than the Spin-Off), Holdings, the Borrower and the Subsidiaries (determined after giving pro forma effect to the Spin-Off) will have cash on hand of not less than $25,000,000. (p) The Borrower shall have received written notice from the Defense Contract Management Agency, either through the Divisional Administrative Contracting Officer (DACO) or her delegate, that its accounting system is approved (i.e., is an “acceptable accounting system” as defined in the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”) § 252.242-7006) and that the withholds applied on April 30, 2014, under DFARS § 252.242-7005 have been discontinued. (q) No action or event shall have occurred during the Acquired Business period from and its Transferred Subsidiaries including the Effective Date to and including the Funding Date which would have constituted a non-compliance by Holdings or the Borrower with each of the covenants set forth in Articles V (as defined in other than Sections 5.01, 5.03, the Acquisition Agreement)second sentence of 5.07, taken as a whole5.10, have not suffered any adverse change to their respective businesses5.11, assets5.12, operations or financial position5.13 and 5.15) and VI (other than Sections 6.12 and 6.13 and provided that, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For solely for purposes of this clause (eq), “Company Material Adverse Effect” transactions with Exelis or any of its subsidiaries under or in connection with the Transactions or conducted consistent with prior practice shall have not be deemed to constitute non-compliance by Holdings or the meaning Borrower with the covenant set forth in Section 6.09) of this Agreement as if such covenants had been effective from and including the Purchase AgreementEffective Date (it being understood, for the avoidance of doubt, that the covenants in Articles V and VI of this Agreement shall not be effective prior to the Funding Date); provided that if any such action or event shall have occurred with respect to any such covenant, the condition precedent in this paragraph (q) shall nonetheless be satisfied if such action or event has been cured with respect to such covenant if, as of the Funding Date, Holdings and the Borrower are in compliance with such covenant. (r) The Borrower shall have delivered an executed promissory note to each Lender that has requested a promissory note pursuant to Section 2.09(c) prior to the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and 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 5:00 p.m., New York City time, on the date that is 150 days after the Effective Date.

Funding Date. (A) If This Agreement shall become effective upon, and only upon, the Hotspot Acquisition is consummated on satisfaction of each of the Funding Date, following conditions precedent and the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Administrative Agent (or its counsel) shall have been consummated received from each Credit Party and each financial institution identified on Schedule 2.01 either (i) a counterpart hereof signed on behalf of such Credit Party or financial institution (and to each other Credit Document to which it is a party, including, without limitation, the Collateral Agreement and such other Credit Documents as the Administrative Agent or its counsel may have reasonably requested) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such other Credit Document) that such party has signed a counterpart of each document referenced in all material respects in accordance with the terms of the Purchase Agreementforegoing clause (i) to which it is a party. (b) The Specified Purchase Administrative Agent shall have received documents and certificates relating to the authorization of this Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true transactions contemplated hereby by the Borrowers and correct each Subsidiary Guarantor in all material respects (except in form and substance satisfactory to 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be)Administrative Agent. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) Xxxxx & Xxxxxxx LLP, U.S. counsel for the Credit Parties, and (ii) Bond Xxxxxxxxx LLP, UK counsel for Manitowoc FSG UK Limited and the UK Borrower, in each case in form and substance satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted Administrative Agent. The Borrower hereby requests such counsel to remain outstanding under this Agreement (or customary arrangements for deliver such repayment or discharge shall have been made)opinions. (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of each Borrower and each Subsidiary Guarantor and the authorization of the Transactions in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Borrower shall have caused to be delivered to the Administrative Agent insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to the Administrative Agent. (f) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Senior Officer of the Borrower, (i) confirming compliance as of such date with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02, (ii) certifying as to the occurrence of the Spin Transaction (or certify that it shall occur substantially concurrently with the transactions contemplated hereby) and (iii) certifying that attached thereto is a true, correct and complete copy of the material Senior Note Documents. (g) A completed Perfection Certificate, dated the Funding Date and signed by a Senior Officer of the Borrower. (h) Receipt by the Administrative Agent of updated Schedules 2.06, 3.01, 3.05, 3.10, 3.13, 3.15, 6.01, 6.02 and 6.05 to replace the corresponding Schedules 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 4.01(h). (i) The Lenders, the Administrative Agent and the Arrangers shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ej) Since September 30The Administrative Agent shall have received evidence satisfactory to it that the Spin Transaction has occurred (or shall occur substantially concurrently with the transactions contemplated hereby). (k) All principal, 2014interest, fees and other amounts owing under the Existing Credit Agreement (other than contingent obligations in respect of letters of credit continuing under separate credit facilities of Manitowoc or the Existing Letters of Credit continuing hereunder) and under the Borrowers’ and Manitowoc’s existing senior notes shall have been (or shall substantially contemporaneously herewith be) repaid in full, all commitments thereunder shall have been terminated, and the Administrative Agent shall have received payoff or paydown documentation and guarantees and Liens releases (as applicable) with respect to the Borrower, Manitowoc and their Subsidiaries, in each case, in form and substance acceptable to the Administrative Agent. (l) The Escrow Date shall have occurred. (m) The Administrative Agent shall have received evidence satisfactory to it that the Borrower or a Restricted Subsidiary (or a SPV) has entered into a Permitted Securitization with Xxxxx Fargo Bank, N.A. evidencing Receivables Indebtedness in an amount of $110,000,000 pursuant to documentation (including, without limitation, an intercreditor agreement between the Administrative Agent and Xxxxx Fargo Bank, N.A.) acceptable to the Arrangers. (n) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the issuance by the Borrower of the Senior Notes shall have been satisfied, and the Borrower shall have received (or shall contemporaneously herewith receive) proceeds thereof in an amount of $425,000,000, which proceeds shall be held in escrow and on the Funding Date be contemporaneously applied in a manner, and pursuant to documentation, acceptable to the Arrangers. (o) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the issuance by Manitowoc of its Senior Secured Notes due 2021 shall have been satisfied, and Manitowoc shall have received (or shall contemporaneously herewith receive) proceeds thereof in an amount of $260,000,000, which proceeds shall be held in escrow and on the Funding Date be substantially contemporaneously applied in a manner, and pursuant to documentation, acceptable to the Arrangers. (p) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the closing of Manitowoc’s senior secured revolving credit facility agented by Xxxxx Fargo Bank, National Association, and certain other financial institutions shall have been satisfied. (q) All governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Restricted Subsidiaries shall have been obtained and be in full force and effect. (r) The Administrative Agent, in its capacity as Collateral Agent, shall have confirmed that it has Liens creating a first priority security interest in the Collateral, subject to Permitted Liens. (s) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2015 through 2020. (t) The Borrowers shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent. (u) The Borrower shall have delivered a Borrowing Request to the Administrative Agent for all Borrowings to be made on the Funding Date. (v) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Acquired Business PATRIOT Act. (w) The Borrowers shall have provided such other corporate and its Transferred Subsidiaries other certificates, opinions, documents, instruments and agreements as the Lenders may reasonably request. The first date upon which all of the foregoing conditions shall have been satisfied is referred to as the “Funding Date”. The Administrative Agent shall notify the Borrower and the Lenders promptly of the occurrence of the Funding Date and such notice shall be conclusive and binding on all parties hereto. In the event the Funding Date has not occurred on or before July 1, 2016, this Agreement shall not become operative and shall be of no force or effect (as defined in (it being understood and agreed that to the Acquisition Agreementextent the Funding Date does not occur on or prior to July 1, 2016, this Agreement and the Commitments of the Lenders (to the extent not already terminated) shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other Person). Without limiting the generality of the provisions of Section 8.01, taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For (i) for purposes of determining compliance with the conditions specified in this clause (e)Section 4.01, “Company Material Adverse Effect” each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the meaning set forth in the Purchase Agreementproposed Funding Date specifying its objection thereto.

Funding Date. (Aiii) If no Incremental Term Loan shall mature earlier than the Hotspot Acquisition Maturity Date or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the 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 (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loans), (v) any Incremental Term Loan secured on a junior lien basis to the Term Facility shall be subject to customary second lien, prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Borrower), (vi) no Incremental Facility shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Facility that is consummated 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 whole) not materially more favorable (as reasonably determined by the Funding Borrower) to the 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, the obligations closing date conditions, fees, interest rate and other economic terms) and (viiviii) any Incremental Increase of the B-1 Revolving Credit Facility or the Term Loan Lenders Facility shall be on terms identical to and pursuant to the documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other 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) provided by any existing Lender, in each case on terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent; provided that the Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental B-2 Term Loan LendersFacility. At the time of sending the notice referred to in the foregoing sentence, respectively, to make such Borrowings, are subject to the satisfaction Borrower (or waiver by in consultation with the Administrative Agent) shall specify the 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 following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms delivery of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect notice to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 madeAppropriate Lenders). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, 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 the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.,

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to Loans hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Each Lender, as applicable, shall have been consummated in all material respects received from the Borrower any promissory notes requested pursuant to, and in accordance with the terms of the Purchase Agreementwith, Section 2.10(e). (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent and the Specified Representations shall be true Lenders and correct in all material respects (except in dated the case Funding Date) of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or counsel for the respective periodBorrower (which opinion may be from an in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, this Agreement or the Transactions as the case may be)Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. 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 of repayment of all indebtedness to be repaid on the Funding Date Administrative Agent 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 made)its counsel. (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received a certificate, dated the Funding Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) all representations and warranties 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, no Default shall have occurred and be continuing. (e) The Administrative Agent, each Lender and each Arranger shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ef) Since 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, and such notice shall be conclusive and 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, 20142015 (and, in the event such conditions are not so satisfied or waived, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition AgreementCommitments shall terminate at such time), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, Loans hereunder are subject to receipt of a Borrowing Request therefor in accordance herewith, and to the satisfaction (or waiver by the Administrative Agentin accordance with Section 9.02) of the following conditions precedenton or after the Effective Date: (a) The Acquisition Administrative Agent shall have been consummated in all material respects in accordance with received the terms restated articles of incorporation of the Purchase AgreementBorrower, the by-laws of the Borrower and a good standing certificate with respect to the Borrower from the Borrower’s jurisdiction of organization. (b) The Specified Administrative Agent shall have received customary resolutions and customary secretary’s, incumbency and other closing certificates of the Borrower, evidencing the identity, authority and capacity of the Borrower and its applicable officers in connection with this Agreement and the Transactions and other customary closing matters, 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 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 the first sentence of paragraph (e) of this Xxxxxxx xxx xx xxxxxxxxxx (x), (x), (x), (x), (x), (x) and (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 a Financial Officer of the Borrower, certifying that the Borrower is in pro forma compliance as of the Funding Date, after giving effect to the Transactions, with the financial covenants set forth in 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 Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (as of the Funding Date, except to the extent that such representations specifically refer to an earlier date, in the which case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty they shall be true and correct in all material respects as of such earlier date. (j) No Default shall have occurred and be continuing, or would result from the respective date making of the Loans on the Funding Date (other than any Default relating to the accuracy of any representation or for warranty made by the respective period, as the case may beBorrower hereunder that is not a Specified Representation). (ck) After giving effect to Except for any noncash charges representing impairments of goodwill in respect of MK Holding reflected in the application combined financial statements of the proceeds Acquired Companies and their consolidated subsidiaries as of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness or for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party periods ended on or prior to the Funding DateDecember 31, including2011, or as otherwise disclosed in Schedule 4.14 to the extent invoiced at least three Disclosure Schedule (3as defined in the Stock Purchase Agreement as in effect on the Signing Date) business days 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, 2009, but prior to the Funding Signing 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 the JPM Fee Letter and any Loan Document. (e) Since September since November 30, 20142011, the Acquired Business Companies and its the Transferred Subsidiaries (as defined in the Acquisition AgreementStock Purchase Agreement as in effect on the Signing Date), taken as a whole, shall not have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have would not, and would not hadreasonably be expected to, individually or in the aggregate, a have an Acquired Company Material Adverse Effect. (l) There shall not be any statute, rule, regulation, executive order, ruling, judgment, order, injunction or decree of any Governmental Authority (as defined in the Stock Purchase Agreement as in effect on the Signing Date) in effect (which, as applicable, is final and non-appealable) that permanently prohibits or prevents the consummation of the transactions contemplated by the Stock Purchase Agreement. For purposes 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, and any applicable waiting periods relating thereto shall have expired or been terminated. (m) All necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the execution, delivery and performance of this clause (e), “Company Material Adverse Effect” Agreement and the borrowing by the Borrower of the Loans shall have the meaning set forth been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which, in the Purchase judgment of the Arranger or the Administrative Agent, restrains, prevents, or imposes materially adverse conditions upon, the execution, delivery or performance of this Agreement or the borrowing by the Borrower of the Loans. There shall not exist any judgment, 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 of the Loans. (n) No litigation by any entity (private or governmental) shall be pending or threatened with respect to this Agreement, or that has had, or could reasonably be expected to have, a material adverse effect on (i) the business, property, condition (financial or otherwise) or results of operations of the Borrower and the Subsidiaries, taken as a whole, (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. (o) 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 and the Arranger shall have received all fees and other amounts due and payable on or prior to the Funding Date under this Agreement, the Commitment Letter or the Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by the Borrower, including pursuant to the Fee Letter, and the Borrower shall have otherwise performed its obligations under the Fee Letter.

Funding Date. (A) If the Hotspot Acquisition is consummated on the Funding Date, the The obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Administrative Agent shall have been consummated in all material respects received from each party thereto either (i) a counterpart of each Loan Document (excluding the Mortgages, which shall be delivered in accordance with Section 5.13) signed on behalf of such party or (ii) written evidence reasonably satisfactory to the terms Administrative Agent (which may include facsimile transmission or other electronic imaging of a signed signature page of each Loan Document) that such party has signed a counterpart of each Loan Document (excluding the Purchase AgreementMortgages, which shall be delivered in accordance with Section 5.13). (b) The Specified Purchase Agreement Representations Administrative Agent shall be true and correct in all material respects have received a favorable written opinion (addressed to the Administrative Agent and the Specified Representations shall be true Lenders) of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings, the Borrower and correct in all material respects the Restricted Subsidiaries, and Xxxxxx & Xxxxxxxxx LLP, Indiana counsel for Holdings, the Borrower and the Restricted Subsidiaries, (except 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 shall be true and correct in all material respects i) dated as of the respective date Funding Date and (ii) covering such matters relating to the Loan Parties or for the respective period, Loan Documents as the case may be)Administrative Agent shall reasonably request. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinion. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. 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 each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date Administrative Agent 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 made)its counsel. (d) The (i) Borrower Administrative Agent shall have paid received a certificate, dated the Amendment Fees Funding Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraph (as defined the Amendmento) of this Section 4.02 and paragraphs (a) and (iib) of Section 4.03 (for purposes of the conditions set forth in paragraphs (a) and (b) of Section 4.03, after giving effect to the consummation of the Spin-Off). (e) The Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days two Business Days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) incurred between the Effective Date and the Funding Date required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other agreement entered into by any of the Borrower under Arrangers, the JPM Fee Letter Administrative Agent and the Lenders, on the one hand, and any of the Loan DocumentParties, on the other hand; provided that such amounts may be offset against the proceeds of the Tranche A Term Loans. (ef) Since September The Collateral and Guarantee Requirement shall have been satisfied to the extent applicable and the Administrative Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security Document, except as otherwise set forth in the Collateral and Guarantee Requirement or Section 5.13. The Administrative Agent shall have received a completed Perfection Certificate dated the Funding Date and signed by a Financial Officer or legal officer of each of Holdings and the Borrower, together with all attachments contemplated thereby, including (i) the results of a bring-down search of the Uniform Commercial Code (or equivalent) filings and Federal and State tax filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate, in each case that are reasonably requested by the Administrative Agent, (ii) copies of the financing statements (or similar documents) disclosed by such search and (iii) evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of the Loans on the Funding Date be released or terminated. (g) The Administrative Agent shall have received evidence that the flood insurance required by Section 5.07 is in effect. (h) The Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the form of Exhibit J, certifying as to the solvency of Holdings and its Restricted Subsidiaries as of the Spin-Off Date on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby. (i) The Transactions shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing, in accordance with applicable law in all material respects and, in all material respects, consistent with the information set forth in the Form 10 (it being understood that the Spin-Off shall be deemed to have been consummated substantially concurrently with the initial Borrowing to the extent that the Spin-Off occurs promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs). (j) The Lenders shall have received a copy of the most recently available version of each material Spin-Off Document and each other Spin-Off Document requested by the Administrative Agent, each certified by a Financial Officer of Holdings as being complete and correct. The terms of the Distribution Agreement shall not contain any modifications from the information set forth in the Form 10, as filed with and declared effective by the SEC and as the same may be amended, supplemented or modified on or prior to the date that is three Business Days prior to the Effective Date, that are material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent (it being understood that the inclusion of information in the Distribution Agreement for which there is a placeholder in the Form 10, such as the distribution ratio and the distribution and record, dates, shall not be deemed to be material and adverse to the rights or interests of the Lenders), and no term or condition of the Distribution Agreement or any related agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent. (k) All conditions to the Spin-Off set forth in the Form 10 and in the Distribution Agreement (other than the funding of the Loans) shall have been satisfied or shall be satisfied substantially concurrently with the initial Borrowing (or shall have been waived, amended or otherwise modified in a manner not material and adverse to the rights or interests of the Lenders without the prior written approval of the Administrative Agent), it being understood that such conditions shall be deemed to have been satisfied substantially concurrently with the initial Borrowing to the extent that such conditions are satisfied promptly after 12:00 a.m., New York City time, on the first calendar day following the date on which the initial Borrowing occurs. There shall be no material payments or distributions by Holdings or any of its subsidiaries to Exelis or any of its subsidiaries (other than Holdings and its subsidiaries) in connection with the Spin-Off, other than the payment of the Funding Date Distribution and, if applicable, the Working Capital Adjustment. (l) The Lenders that have executed a non-reliance letter in form and substance satisfactory to the applicable solvency opinion provider shall have received a copy of the solvency opinion delivered to the Board of Directors of Exelis (or, if applicable, of Holdings or the Borrower) in connection with the Spin-Off (provided that the Administrative Agent and the Lenders shall not be required to be addressees or beneficiaries of such opinion). (m) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any Restricted Subsidiary shall have outstanding any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and (ii) other Indebtedness permitted under Section 6.01. (n) The Borrower shall have delivered to the Administrative Agent the notice required by Section 2.03. (o) On the Funding Date, immediately after giving effect to the Transactions (other than the Spin-Off), Holdings, the Borrower and the Subsidiaries (determined after giving pro forma effect to the Spin-Off) will have cash on hand (to be defined as cash balances held at the bank accounts of Holdings, the Borrower and the Subsidiaries) of not less than $25,000,000. (p) The Borrower shall have received written notice from the Defense Contract Management Agency, either through the Divisional Administrative Contracting Officer (DACO) or her delegate, that its accounting system is approved (i.e., is an “acceptable accounting system” as defined in the Department of Defense Federal Acquisition Regulation Supplement (“DFARS”) § 252.242-7006) and that the withholds applied on April 30, 2014, under DFARS § 252.242-7005 have been discontinued. (q) No action or event shall have occurred during the Acquired Business period from and its Transferred Subsidiaries including the Effective Date to and including the Funding Date which would have constituted a non-compliance by Holdings or the Borrower with each of the covenants set forth in Articles V (as defined in other than Sections 5.01, 5.03, the Acquisition Agreement)second sentence of 5.07, taken as a whole5.10, have not suffered any adverse change to their respective businesses5.11, assets5.12, operations or financial position5.13 and 5.15) and VI (other than Sections 6.12 and 6.13 and provided that, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For solely for purposes of this clause (eq), “Company Material Adverse Effect” transactions with Exelis or any of its subsidiaries under or in connection with the Transactions or conducted consistent with prior practice shall have not be deemed to constitute non-compliance by Holdings or the meaning Borrower with the covenant set forth in Section 6.09) of this Agreement as if such covenants had been effective from and including the Purchase AgreementEffective Date (it being understood, for the avoidance of doubt, that the covenants in Articles V and VI of this Agreement shall not be effective prior to the Funding Date); provided that if any such action or event shall have occurred with respect to any such covenant, the condition precedent in this paragraph (q) shall nonetheless be satisfied if such action or event has been cured with respect to such covenant if, as of the Funding Date, Holdings and the Borrower are in compliance with such covenant. (r) The Borrower shall have delivered an executed promissory note to each Lender that has requested a promissory note pursuant to Section 2.09(c) prior to the Funding Date. The Administrative Agent shall notify the Borrower and the Lenders of the Funding Date, and such notice shall be conclusive and 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 5:00 p.m., New York City time, on the date that is 150 days after the Effective Date.

Funding Date. (A) If This Agreement shall become effective upon, and only upon, the Hotspot Acquisition is consummated on satisfaction of each of the Funding Date, following conditions precedent and the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver by the Administrative Agent) of following conditions precedent:waived in accordance with Section 9.02): (a) The Acquisition Administrative Agent (or its counsel) shall have been consummated received from each Credit Party and each financial institution identified on Schedule 2.01 either (i) a counterpart hereof signed on behalf of such Credit Party or financial institution (and to each other Credit Document to which it is a party, including, without limitation, the Collateral Agreement and such other Credit Documents as the Administrative Agent or its counsel may have reasonably requested) or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such other Credit Document) that such party has signed a counterpart of each document referenced in all material respects in accordance with the terms of the Purchase Agreementforegoing clause (i) to which it is a party. (b) The Specified Purchase Administrative Agent shall have received documents and certificates relating to the authorization of this Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true transactions contemplated hereby by the Borrowers and correct each Subsidiary Guarantor in all material respects (except in form and substance satisfactory to 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 shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be)Administrative Agent. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) Folex & Xardxxx XXX, U.S. counsel for the Credit Parties, and (ii) Bond Dickxxxxx XXX, UK counsel for Manitowoc FSG UK Limited and the UK Borrower, in each case in form and substance satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted Administrative Agent. The Borrower hereby requests such counsel to remain outstanding under this Agreement (or customary arrangements for deliver such repayment or discharge shall have been made)opinions. (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of each Borrower and each Subsidiary Guarantor and the authorization of the Transactions in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Borrower shall have caused to be delivered to the Administrative Agent insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to the Administrative Agent. (f) The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Senior Officer of the Borrower, (i) confirming compliance as of such date with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02, (ii) certifying as to the occurrence of the Spin Transaction (or certify that it shall occur substantially concurrently with the transactions contemplated hereby) and (iii) certifying that attached thereto is a true, correct and complete copy of the material Senior Note Documents. (g) A completed Perfection Certificate, dated the Funding Date and signed by a Senior Officer of the Borrower. (h) Receipt by the Administrative Agent of updated Schedules 3.01, 3.05, 3.10, 3.13, 3.15, 6.01, 6.02 and 6.05 to replace the corresponding Schedules 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 4.01(h). (i) The Lenders, the Administrative Agent and the Arrangers shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date.invoiced, reimbursement or payment of all reasonable out-of-out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Documenthereunder. (ej) Since September 30, 2014The Administrative Agent shall have received evidence satisfactory to it that the Spin Transaction has occurred (or shall occur substantially concurrently with the transactions contemplated hereby). (k) To the extent that the Term B Loan is to be funded into the Term B Proceeds Escrow Agreement in accordance with the ultimate paragraph of this Section 4.01, the Acquired Business Arrangers shall have received an amendment to the Existing Credit Agreement permitting the transactions contemplated hereby in form and its Transferred Subsidiaries substance acceptable to the Arrangers. (l) All principal, interest, fees and other amounts owing under the Existing Credit Agreement (other than contingent obligations in respect of letters of credit continuing under separate credit facilities of Manitowoc or the Existing Letters of Credit continuing hereunder) and under the Borrowers’ and Manitowoc’s existing senior notes shall have been (or shall substantially contemporaneously herewith be) repaid in full, all commitments thereunder shall have been terminated, and the Administrative Agent shall have received payoff or paydown documentation and guarantees and Liens releases (as defined applicable) with respect to the Borrower, Manitowoc and their Subsidiaries, in each case, in form and substance acceptable to the Administrative Agent. (m) The Escrow Date shall have occurred. (n) The Administrative Agent shall have received evidence satisfactory to it that the Borrower or a Restricted Subsidiary (or a SPV) has entered into a Permitted Securitization with Wellx Xxxgo Bank, N.A. evidencing Receivables Indebtedness in an amount of $110,000,000 pursuant to documentation (including, without limitation, an intercreditor agreement between the Administrative Agent and Wellx Xxxgo Bank, N. A.) acceptable to the Arrangers. (o) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the issuance by the Borrower of the Senior Notes shall have been satisfied, and the Borrower shall have received (or shall contemporaneously herewith receive) proceeds thereof in an amount of $425,000,000, which proceeds shall be held in escrow and on the Funding Date be contemporaneously applied in a manner, and pursuant to documentation, acceptable to the Arrangers. (p) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the issuance by Manitowoc of its Senior Secured Notes due 2024 shall have been satisfied, and Manitowoc shall have received (or shall contemporaneously herewith receive) proceeds thereof in an amount of $250,000,000, which proceeds shall be held in escrow and on the Funding Date be substantially contemporaneously applied in a manner, and pursuant to documentation, acceptable to the Arrangers. (q) The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the closing of Manitowoc’s senior secured revolving credit facility agented by Wellx Xxxgo Bank, National Association, and certain other financial institutions shall have been satisfied. (r) All governmental and third party approvals necessary or, in the Acquisition reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Restricted Subsidiaries shall have been obtained and be in full force and effect. (s) The Administrative Agent, in its capacity as Collateral Agent, shall have confirmed that it has Liens creating a first priority security interest in the Collateral, subject to Permitted Liens. (t) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2015 through 2020. (u) The Borrowers shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent. (v) The Borrower shall have delivered a Borrowing Request to the Administrative Agent for all Borrowings to be made on the Funding Date. (w) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act. (x) The Borrowers shall have provided such other corporate and other certificates, opinions, documents, instruments and agreements as the Lenders may reasonably request. The first date upon which all of the foregoing conditions shall have been satisfied is referred to as the “Funding Date”. The Administrative Agent shall notify the Borrower and the Lenders promptly of the occurrence of the Funding Date and such notice shall be conclusive and binding on all parties hereto. In the event the Funding Date has not occurred on or before July 1, 2016, this Agreement shall not become operative and shall be of no force or effect ((it being understood and agreed that to the extent the Funding Date does not occur on or prior to July 1, 2016, this Agreement and the Commitments of the Lenders (to the extent not already terminated) shall automatically terminate without any further action by the Borrower, the Administrative Agent or any other Person). Without limiting the generality of the provisions of Section 8.01, (i) for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Funding Date specifying its objection thereto. To extent that the Funding Date has not occurred prior to March 7, 2016 and the Term B Commitments have not theretofore been terminated pursuant to the terms thereof, the Borrowers and the Lenders agree that it is the intent of the parties hereto that the Term B Loan shall be, on March 7, 2016, issued to a to-be-determined Wholly-Owned Subsidiary of the Borrower and funded into the Term B Proceeds Escrow Account and held in accordance with the terms of the Term B Proceeds Escrow Agreement. It is a condition of such funding that the deposit of such proceeds shall be accompanied by an additional amount provided by the Borrower sufficient to insure repayment in an amount equal to 100% of the aggregate principal amount of the Term B Loan, plus accrued and unpaid interest thereon to, but not including, the date that is five Business Days after July 1, 2016 and that the Borrower and/or applicable Subsidiary thereof will grant to the Administrative Agent for its benefit and the benefit of the Term Lenders, a first-priority lien on and security interest in the Term B Proceeds Escrow Account and all deposits and investment property therein. To facilitate the foregoing, the Borrower agrees to deliver to the Arrangers such of the deliveries described in this Section 4.01 and other documentation as the Arrangers shall reasonably request, including without limitation, some or all of the deliveries described in clauses (a), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (eb), “Company Material Adverse Effect” (c), (d), (f), (i) (but solely with respect to original issue discount payable in connection with the Term B Loans), (k), (v), (w) and (x), whether with respect to the Borrower or the applicable Subsidiary thereof. The obligation of the Term Lenders to fund the Term B Loan in accordance with this paragraph shall have be subject to the meaning satisfaction of the conditions set forth in the Purchase Agreementpreceding two sentences by March 7, 2016, and the Term B Commitments shall terminate unless funded on such date. The Term B Proceeds Escrow Agreement shall condition the release of the proceeds of the Term B Loans to the Borrowers upon the satisfaction of all of the conditions contained in this Section 4.01 and in Section 4.02 below. Upon the occurrence of certain events, including the failure of the Funding Date to have occurred prior to July 1, 2016, the Term B Proceeds Escrow Agreement shall provide that the proceeds held in the Term B Proceeds Escrow Account shall be applied to repay the Term B Loans in full (less the amount of any original issue discount taken at close). The Lenders agree that the Administrative Agent, acting without further consent from any party hereto, shall be permitted to make such amendments to this Agreement as the Arrangers deem appropriate in order to effectuate the transactions described in this paragraph. It is acknowledged and agreed that the provisions of this paragraph reflect the agreement of the Borrowers and the Lenders notwithstanding any other provision to the contrary contained in any other provision of this Agreement or any other Credit Document.

Funding Date. (A) If the Hotspot Acquisition is consummated The obligation of each Lender to make its Loan hereunder in an amount equal to its Commitment on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are Date is subject solely to the satisfaction (or waiver by the Administrative Agentin accordance with Section 10.02) of the following conditions precedentconditions, and no other conditions: (a) The 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 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 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 consummated, or substantially concurrently with the funding of the Loans on the Funding Date shall be consummated, in all material respects pursuant to and on the terms set forth in accordance 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 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 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 be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers); (e) the Administrative Agent shall have received (i) in respect of each 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 Form 10-Q within the time periods required thereby will satisfy the requirements of the Borrower under this Section 3.02(e); (f) the Administrative Agent shall have received: (i) a written Borrowing Request in respect of the Loans to be made on the Funding Date pursuant to the requirements of Section 2.03; (ii) a solvency certificate from the chief financial officer, chief accounting officer or other financial officer of the 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 lenders party thereto, PNC Bank, National Association, as administrative agent, and the other 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 concurrently with the terms Funding Date (or such later date as shall be acceptable to the Arrangers)); and (iv) opinions, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Lenders and dated as of the Purchase Agreement.Funding Date, from Wachtell, Lipton, Xxxxx & Xxxx, special New York counsel to the Borrower, and Xxxxxxx & Xxxxxxx LLP, Connecticut counsel to the Borrower; (bg) The Specified Purchase Agreement Representations all costs, fees, and 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 paid by the Commitment Letter or any Fee Letter (as defined in the Commitment Letter), shall be true and correct in all material respects and have been paid on the Funding Date; (h) the Specified Representations shall be true and correct in all material respects (except or in all respects in the case of any Specified Purchase Agreement Representation 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 (except to the extent any Specified Representation which such representation or warranty expressly relates to a given date or periodan earlier date, in which case such representation and or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of the respective date or for the respective period, as the case may besuch earlier date).; and (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 made). (d) The (i) Borrower the Specified Acquisition Agreement Representations shall have paid the Amendment Fees (as defined the Amendment) be true and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, correct 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 the JPM Fee Letter and any Loan Documentdefinition thereof. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If Each 2016 New Term Lender shall disburse the Hotspot Acquisition is consummated 2016 New Term Loan to be made by it pursuant to Section 2 of this Amendment on the date (the “2016 New Term Loan Amendment Funding Date, the obligations ”) when each of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedentshall have been satisfied: (a) The Acquisition the Lead Arrangers shall have been consummated received all fees and other amounts due and payable on or prior to such date including: (i) fees, disbursements and charges of counsel to the Lead Arrangers under Section 10.07 of the Amended Credit 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 all material respects in accordance connection with the terms 2016 New Term Loans and the agreements of the Purchase Agreement.2016 New Term Lenders and the Lead Arrangers hereunder; (b) The Specified Purchase Agreement Representations shall be true on and correct in all material respects and as of the 2016 New Term Loan Amendment Funding Date, (i) the Specified Representations shall be true and correct in all material respects (except in the case of that 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 material respects as of the respective date respects) and (ii) there shall exist no Default or for the respective period, as the case may be).Unmatured Default; (ci) After giving effect the representations made by or with respect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, 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 from the date of the 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 outstanding no thirdreceived: (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 and the 2016 New Term Lenders, in substantially a form and containing assumptions and qualifications acceptable to the Administrative Agent and its counsel; (iv) 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; (v) copies, certified by the Secretary or Assistant Secretary of each of the Loan Parties, of its By-party Laws and of its Board of Directors’ (or similar body) resolutions authorizing the execution of the Loan Documents entered into by it; (vi) 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 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 (vii) 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 Acquisition, are Solvent; (e) the Administrative Agent shall have received all documentation and other information with respect to the Target reasonably requested by 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, money other than indebtedness the Indebtedness that is permitted to be remain outstanding under this the Amended Credit Agreement. The , 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 indebtedness to be repaid on the Funding Date and liens securing any assets or property of the discharge of all indebtedness Borrower and liens its Subsidiaries other than indebtedness and liens Liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made).the Amended Credit Agreement; and (dh) The (i) Borrower the conditions set forth in Section 5.02 of the Credit Agreement shall have paid be satisfied on and as of the 2016 New Term Loan Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, both immediately prior to and immediately after giving effect to the extent invoiced at least three transactions contemplated by this Amendment (3) business days prior subject to the Funding Date., reimbursement or payment proviso of all reasonable out-of-pocket expenses (including fees, charges and disbursements Section 2.05(b)(i)(1) of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Credit Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. (A) If the Hotspot Acquisition is consummated on On the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Proposed Domestic Acquisition shall have been be consummated in all material respects simultaneously with the funding of the Additional Term Loans in accordance with applicable law; all documentation related to the terms Proposed Domestic Acquisition shall be reasonably satisfactory to the Administrative Agent; and the Administrative Agent shall be satisfied with the capitalization, structure and equity ownership of Holdings and the Purchase AgreementBorrower after giving effect to the Transactions. (b) The Specified Purchase Agreement Representations Administrative Agent shall be true have received a pro forma consolidated balance sheet and correct in all material respects related pro forma consolidated statements of income and cash flows of the Specified Representations shall be true Borrower as of and correct in all material respects for the twelve-month period ending on 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 date (except in the case of any Specified Purchase Agreement Representation such balance sheet) or any Specified Representation which expressly relates to a given date or period, at the beginning of such representation and warranty shall be true and correct period (in all material respects as of the respective date or for the respective period, as the case may beof such other financial statements), which financial statements shall not be materially inconsistent with the forecasts previously provided to the Administrative Agent. (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received a duly executed and delivered notarized modification to each existing Mortgage in form and substance satisfactory to the Administrative Agent and, with respect to each such mortgage modification, endorsements to the title insurance policy insuring the Mortgage being so modified in form and substance reasonably satisfactory evidence of repayment of all indebtedness acceptable 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 made)Administrative Agent. (d) The (i) Borrower All material governmental and third party consents and approvals with respect to the Proposed Domestic Acquisition and the other transactions contemplated thereby to the extent required shall have paid been obtained, 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 on the Amendment Fees Proposed Domestic Acquisition or the other transactions contemplated thereby. (as defined the Amendmente) and (ii) Administrative Agent Credit Suisse shall have received all fees (including required to be paid on or before the Funding Fees) and other amounts due and payable by any Loan Party on or prior Date pursuant to the Funding Date, including, to Amendment Fee Letter and the extent invoiced at least three (3) business days prior to Administrative Agent shall have been reimbursed by the Funding Date., reimbursement or payment of all Borrower for its reasonable out-of-pocket expenses (expenses, as set forth in the Amendment Fee Letter, in connection with this Agreement, including fees, charges the reasonable fees and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

Funding Date. Each Lender’s obligations to make any Loan hereunder shall become effective upon the satisfaction or waiver (Ain accordance with Section 8.02) 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 such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedenton or after the Effective Date: (a) The Effective Date shall have occurred; (b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated in each case in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except set forth in the case of any Specified Purchase Acquisition Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After after giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loansany modifications, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed moneyamendments, supplements, consents, waivers or requests, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all 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 (those modifications, amendments, supplements, consents, waivers or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees requests (including the Funding Feeseffects of any such requests) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, 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 that are materially adverse to the JPM Fee Letter and interests of the Lenders (it being understood that any Loan Document. (e) Since September 30modification, 2014amendment, supplement, consent, waiver or request by the Acquired Business and its Transferred Subsidiaries Borrower to the definition of Material Adverse Effect (as defined in the Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders and any consent or request made by the Borrower pursuant to Section 6.15 of the Acquisition Agreement and the Acquired Company’s compliance therewith shall not be deemed to be materially adverse to the interests of the Lenders), taken unless consented to in writing by the Arranger (such consent not to be unreasonably withheld, conditioned or delayed); (c) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each of the three fiscal years most recently ended at least 90 days prior to the Funding Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower and the Acquired Company for each subsequent fiscal quarter ended at least 45 days prior to the Funding Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as a wholethe case may be, have not suffered any adverse change to their respective businesses, assets, operations by the Borrower or financial position, except such changes which have not had, individually or the Acquired Company will satisfy the applicable conditions set forth in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreementc) of Section 4.